EX-5.1 5 ex5-1.htm

 

Exhibit 5.1

 

Mourant Ozannes (Cayman) LLP

94 Solaris Avenue

Camana Bay

PO Box 1348

Grand Cayman KY1-1108

Cayman Islands

 

T +1 345 949 4123
F +1 345 949 4647

 

Starbox Group Holdings Ltd.

Suite 102, Cannon Place

North Sound Rd.

George Town

Grand Cayman KY1-9006

Cayman Islands

 

1 March 2023

 

Starbox Group Holdings Ltd. (the Company)

 

We have acted as Cayman Islands legal advisers to the Company in connection with the Company’s registration statement on Form F-1 filed on 14 February 2023 (as amended to date) with the U.S. Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended, relating to the offering of (i) up to 5,050,505 ordinary shares in the Company of par value US$0.001125 each (the Offer Shares); (ii) up to 5,050,505 ordinary shares in the Company of par value US$0.001125 each issuable upon exercise of pre-funded warrants granted by the Company (the Pre-Funded Warrant Shares); and (iii) up to 5,050,505 ordinary shares in the Company of par value US$0.001125 each issuable upon exercise of common warrants granted by the Company (the Common Warrant Shares and, together with the Pre-Funded Warrant Shares, the Warrant Shares) (the Registration Statement, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) and the Company’s preliminary prospectus included in the Registration Statement (the Prospectus) relating to the offering of the Offer Shares and the Warrant Shares (collectively, the Shares).

 

1.Documents Reviewed

 

For the purposes of this opinion letter we have examined a copy of each of the following documents:

 

(a)the certificate of incorporation of the Company dated 13 September 2021;

 

(b)the amended and restated memorandum and articles of association of the Company (the M&A) adopted by a special resolution dated 8 June 2022 (the Shareholders’ Resolution);

 

(c)the Company’s register of directors and officers that was provided to us by the Company on 24 February 2023 (together with the M&A, the Company Records);

 

(d)a copy of the Company’s register of member (the Register of Members) that was provided to us by the Company on 24 February 2023;

 

(e)written resolutions of the board of directors of the Company passed on 13 February 2023 and 28 February 2023 approving (among other things) the allotment of the Shares (collectively, the Resolutions);

 

(f)a certificate of good standing dated 23 February 2023, issued by the Registrar of Companies (the Registrar) in the Cayman Islands (the Certificate of Good Standing);

 

Mourant Ozannes (Cayman) LLP is a Cayman Islands limited liability partnership which was registered on 1 February 2022 on the conversion of the Cayman Islands firm of Mourant Ozannes to a limited liability partnership, pursuant to Part 6 of the Limited Liability Partnership Act (2021 Revision) of the Cayman Islands

 

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(g)the Registration Statement; and

 

(h)the Prospectus.

 

2.Assumptions

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied upon the following assumptions, which we have not independently verified:

 

2.1copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;

 

2.2where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of the draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

 

2.3the accuracy and completeness of all factual representations made in the documents reviewed by us;

 

2.4the genuineness of all signatures and seals;

 

2.5the Resolutions are in full force and effect and have not been amended, revoked or superseded;

 

2.6there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below;

 

2.7the directors of the Company have not exceeded any applicable allotment authority conferred on the directors by the shareholders;

 

2.8upon issue of the Offer Shares, the Company will receive in full the consideration for which the Company agreed to issue the Offer Shares, which shall be equal to at least the par value thereof, and upon issue of the Warrant Shares, the Company will receive (or will have received) in full the consideration for which the Company agreed to issue the Warrant Shares, which shall be equal to at least the par value thereof;

 

2.9the validity and binding effect under the laws of the United States of America of the Registration Statement and the Prospectus and that the Registration Statement has been duly filed with the Commission;

 

2.10each director of the Company (and any alternate director) has disclosed to each other director any interest of that director (or alternate director) in the transactions contemplated by the Registration Statement in accordance with the M&A;

 

2.11the Company is not insolvent, will not be insolvent and will not become insolvent as a result of executing, or performing its obligations under the Registration Statement or the Prospectus and no steps have been taken, or resolutions passed, to wind up the Company or appoint a receiver in respect of the Company or any of its assets;

 

2.12the Company Records were, when reviewed by us, and remain at the date of this opinion accurate and complete;

 

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2.13the Company will have sufficient authorised but unissued share capital to issue each Share; and

 

2.14the Register of Members accurately identified the names of all members of the Company as at the date of the Shareholders’ Resolution.

 

3.Opinion

 

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1The Company is incorporated under the Companies Act (as amended) of the Cayman Islands (the Companies Act), validly exists under the laws of the Cayman Islands as an exempted company and is in good standing with the Registrar. The Company is deemed to be in good standing on the date of issue of the Certificate of Good Standing if it:

 

(a)has paid all fees and penalties under the Companies Act; and

 

(b)is not, to the Registrar’s knowledge, in default under the Companies Act.

 

3.2Based solely on our review of the M&A, the authorised share capital of the Company is US$999,000 divided into 888,000,000 shares comprising of (a) 883,000,000 ordinary shares of a par value of US$0.001125 each and (b) 5,000,000 preferred shares of a par value of US US$0.001125 each.

 

3.3The issue and allotment of the Offer Shares has been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement and the Prospectus, the Offer Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

 

3.4The issue of the pre-funded warrants and the common warrants as contemplated by the Registration Statement has been duly authorised.

 

3.5The issue and allotment of the Warrant Shares as contemplated by the Registration Statement has been duly authorised and, when allotted, issued and paid for as contemplated by the Registration Statement and the terms of the pre-funded warrants and/or the common warrants (as applicable), the Warrant Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

 

3.6The statements under the caption “Cayman Islands Taxation” in the Prospectus, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

 

4.Qualifications

 

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

 

In this opinion the phrase non-assessable means, with respect to Shares in the Company, that a member shall not, solely by virtue of its status as a member, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances and subject to the M&A, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

5.Consent

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the heading Legal Matters in the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully  
   
/s/Mourant Ozannes (Cayman) LLP  
   
Mourant Ozannes (Cayman) LLP  

 

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