EX-5.1 2 ea023603001ex5-1_airnet.htm OPINION OF MAPLES AND CALDER (HONG KONG) LLP

Exhibit 5.1

 

Our refJLH/629535-000001/32037512v1

 

AirNet Technology Inc.

PO Box 309

Ugland House

Grand Cayman

KY1-1104

Cayman Islands

 

28 March 2025

Dear Sirs

AirNet Technology Inc.

 

We have acted as Cayman Islands legal advisers to AirNet Technology Inc. (the “Company”) in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto (the “Registration Statement”), filed on 28 March 2025 with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to the resale by certain selling shareholders named in the Registration Statement (the “Selling Shareholders”) of 15,555,600 ordinary shares of par value US$0.04 each in the Company (the “Shares”).

 

We are furnishing this opinion as Exhibits 5.1 and 23.2 to the Registration Statement.

 

1Documents Reviewed

 

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

 

1.1The certificate of incorporation of the Company dated 12 April 2007 and the certificate of incorporation on change of name of the Company dated 27 May 2019, issued by the Registrar of Companies in the Cayman Islands.

 

1.2The second amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 27 May 2019 (the “Memorandum and Articles”).

 

1.3The written resolutions of the board of directors of the Company dated 13 February 2025 (the “Resolutions”).

 

1.4The minutes of the extraordinary general meeting of the Company held on 30 November 2022 and the minutes of the annual general meeting of the Company held on 31 May 2024 (together the “General Meetings Minutes”).

 

1.5A certificate from a director of the Company, a copy of which is attached hereto (the “Director’s Certificate”).

 

1.6A certificate of good standing dated 27 March 2025, issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”).

 

 

 

1.7The Registration Statement.

 

1.8A securities purchase agreement dated 19 February 2025 entered into between the Company and the purchasers listed in Exhibit B thereto (the “Purchase Agreement”).

 

2Assumptions

 

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 (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

 

2.2All signatures, initials and seals are genuine.

 

2.3There is nothing contained in the minute book or corporate records of the Company (which, other than the records set out in paragraphs 1.1 to of this opinion letter, we have not inspected) which would or might affect the opinions set out below.

 

2.4There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below.

 

2.5The Company have received money or money’s worth in consideration for the issue of the Shares pursuant to the Purchase Agreement. None of the Shares were issued for less than par value.

 

2.6No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Shares.

 

3Opinion

 

Based upon the foregoing assumptions 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 has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

 

3.2The authorised share capital of the Company is US$40,000,000 divided into 900,000,000 ordinary shares of a nominal or par value of US$0.04 each and 100,000,000 preferred shares of a nominal or par value of US$0.04 each.

 

3.3The issue and allotment of the Shares to be offered and sold by the Selling Shareholders as contemplated in the Registration Statement have been duly authorised. The Shares are legally issued and allotted and (assuming the purchase price therefor has been paid in full) 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).

 

JLH/629535-000001/32037512v12

 

 

 

4Qualifications

 

The opinions expressed above are subject to the following qualifications:

 

4.1To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

 

4.2Under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted in it. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

 

4.3In this opinion the phrase “non-assessable” means, with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, 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).

 

4.4The obligations of the Company may be subject to restrictions pursuant to:

 

(a)United Nations and United Kingdom sanctions extended to the Cayman Islands by Orders in Council; and

 

(b)sanctions imposed by Cayman Islands authorities under Cayman Islands legislation.

 

4.5We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Purchase Agreement.

 

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, which are the subject of this opinion.

 

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 headings “Enforceability of Civil Liabilities” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby 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 Securities and Exchange Commission thereunder.

 

JLH/629535-000001/32037512v13

 

 

 

Yours faithfully

 

/s/ Maples and Calder (Hong Kong) LLP

 

Maples and Calder (Hong Kong) LLP

 

 

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