S-1MEF

 As filed with the Securities and Exchange Commission on June 19, 2017.

Registration No. 333-             

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Bison Capital Acquisition Corp.

(Exact name of registrant as specified in its charter)

British Virgin Islands	6770	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

609-610 21st Century Tower

No. 40 Liangmaqiao Road

Chaoyang District, Beijing 100016, China

+86(10) 8444-6968

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue

New York, New York 10011

+1 (212) 590-9070

(Name, address, including zip code, and telephone number, including area code, of agent for service

Copies to:

Louis Taubman, Esq. Arila Er Zhou, Esq.
Hunter Taubman Fischer &Li LLC
1450 Broadway, 26^th Floor New York, NY10018
+1 (917) 512-0827
+1 (212) 202-6380 — Facsimile Michael Killourhy
Ogier
Ritter House, 6^th Floor
Wickhams Cay II
PO Box 3170
Road Town, Tortola
British Virgin Islands, VG1110
(+1284) 852 7300 David Alan Miller, Esq.
Jeffrey M. Gallant, Esq.
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York10174
+1 (212) 818-8800
+1 (212) 818-8881 — Facsimile

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒: 333-218404

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer ☐	Accelerated filer ☐		Non-accelerated filer ☐	Smaller reporting company ☒	Emerging growth company ☒
		(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered	Amount Being Registered		Proposed Maximum Offering Price per Security(1)		Proposed Maximum Aggregate Offering Price(1)(2)		Amount of Registration Fee
Units, each consisting of one ordinary share of no par value, one right entitling the holder to receive one-tenth (1/10) of one ordinary share and one-half (1/2) of one Warrant, each whole Warrant entitling the holder to purchase one ordinary share(2)(3)		287,500	$	10.00	$	2,875,000	$	333.21
Ordinary shares of no par value, included as part of the units(3)		287,500		—		—		—	(4)
Warrants included as part of the units(3)		143,750		—		—		—	(4)
Rights included as part of the units(3)		287,500		—		—		—	(4)
Ordinary shares underlying the warrants(3)		287,500		—		—		—	(4)
Ordinary shares underlying the rights(3)		28,750		—		—		—	(4)
Total					$	2,875,000	$	333.21

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Represents only the additional number of securities being registered and includes 287,500 Units, 287,500 Ordinary Shares, 287,500 Rights and 143,750 Warrants underlying such Units which may be issued on exercise of a 30-day option granted to the Underwriters to cover over-allotments, if any.  Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-218404).

(3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4) No fee pursuant to Rule 457(o).

The Registrant Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed by Bison Capital Acquisition Corp., a British Virgin Islands corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-218404) (the “Prior Registration Statement”), initially filed by the Registrant on May 31, 2017 and declared effective by the Securities and Exchange Commission on June 19, 2017.

This Registration Statement covers the registration of an additional 287,500 of the Registrant’s units. Each unit consists of one ordinary share of no par value, one right and one-half (1/2) of one warrant. Each right entitles the holder to receive one-tenth (1/10) of an ordinary share upon consummation of our initial business combination. Each whole warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as described in the prospectus. Each warrant will become exercisable on the consummation of an initial business combination, and will expire five years after the completion of an initial business combination, or earlier upon redemption.

The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

CERTIFICATION

The registrant hereby certifies to the Securities and Exchange Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of June 20, 2017), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than June 20, 2017.

Item 16. Exhibits and Financial Statement Schedules.

(a)      The following exhibits are filed as part of this Registration Statement:

Exhibit No.	Description
5.1	Form of Opinion of Ogier
5.2	Form of Opinion of Hunter Taubman Fischer & Li LLC
23.1	Consent of Marcum LLP
23.2	Consent of Ogier (included in Exhibit 5.1)
23.3	Consent of Hunter Taubman Fischer &Li LLC (included in Exhibit 5.2)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on the 19^th day of June, 2017.

BISON CAPITAL ACQUISITION CORP.
By:	/s/ James Jiayuan Tong
Name:	James Jiayuan Tong
Title:	Chief Executive Officer and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James Jiayuan Tong his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/ Peixin Xu	President and Chairman of the Board	June 19, 2017
Peixin Xu
/s/ James Jiayuan Tong	Chief Executive Officer and Chief Financial Officer	June 19, 2017
James Jiayuan Tong	(Principal Executive Officer, Principal Financial and Accounting Officer), Director
/s/ Peng Jin	Chief Operating Officer and Secretary	June 19, 2017
Peng Jin
/s/ Thomas Folinsbee	Director	June 19, 2017
Thomas Folinsbee
/s/ Ning Wang	Director	June 19, 2017
Ning Wang
/s/ Charles Vincent Prizzi	Director	June 19, 2017
Charles Vincent Prizzi

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EX-5.1

Exhibit 5.1

Direct line: +1 284 852 7309

Direct Email: michael.killourhy@ogier.com

19 June 2017

Bison Capital Acquisition Corp.

609-610 21st Century Tower

No. 40 Liangmaqiao Road

Chaoyang District, Beijing 100016

China

Dear Sirs

Bison Capital Acquisition Corp. (the Company)

We have acted as counsel as to British Virgin Islands law to the Company in connection with the Company's registration statement on Form S-1 with the Securities and Exchange Commission (Commission) under the United States Securities Act of 1933, as amended (Act), such registration statement including all filed amendments or supplements to such form filed the Registration Statement), related to the offering and sale (the Offering) of (i) up to 287,500 units (including up to 37,500 units included in the over-allotment option granted to the Underwriters (as defined below)) (each a Unit and together the Units), with each Unit consisting of: one ordinary share of no par value in the Company (each a Share and together the Shares); one right to receive one tenth of one Share on consummation of an initial business combination (a Business Combination) by the Company (each a Right); and one half of one warrant, with each whole warrant exercisable on consummation of a Business Combination by the Company, to purchase one Share at a price of US$ 11.50 per Share (a whole one of such warrants being a Warrant) to the underwriters (the Underwriters) of the Offering, for whom EarlyBirdCapital, Inc. is acting as representative (the Representative) and (ii) all Shares, Rights and Warrants issued as part of the Units (which together constitute all of the ordinary shares or rights to acquire the same in the Company being registered pursuant to the Registration Statement). This opinion is given in accordance with the terms of the legal matters section of the Registration Statement.

1 Documents

In preparing this opinion, we have reviewed copies of the following documents:

(a) the Registration Statement;

(b) a draft underwriting agreement to be entered into between the Company and the Representative (the Underwriting Agreement);

(c) a rights agreement to be entered into between the Company and Continental as rights agent, pursuant to which Continental will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights (the Rights Agreement);

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(d) a draft warrant agreement to be entered into between the Company and Continental Stock Transfer & Trust Company (Continental), as warrant agent, pursuant to which Continental will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants (the Warrant Agreement);

(e) (i) the constitutional documents and public records of the Company obtained from the Registry of Corporate Affairs in the British Virgin Islands on 13 April 2017; and the public information revealed from searches (the Court Searches) of the electronic records of the Civil Division and the Commercial Division of the Registry of the High Court and of the Court of Appeal (Virgin Islands) Register, each from 1 January 2000, as maintained on the Judicial Enforcement Management System (JEMS) by the Registry of the High Court of the Virgin Islands on 13 April 2017 (each of the searches in (d)(i) and (ii) together and including as both updated on 16 June 2017, the Public Records);

(f) a registered agent's certificate issued by the Company's registered agent dated 8 June 2017 (the Registered Agent's Certificate);

(g) written resolutions of the directors of the Company containing resolutions of the directors of the Company dated 24 February 2017, 9 June 2017 and 19 June 2017 (two sets) approving, inter alia, the Registration Statement (Directors' Resolutions); and

(h) written resolutions of the shareholders of the Company containing resolutions of the shareholders of the Company dated 16 June 2017 amending and restating the memorandum and articles of association of the Company (the Shareholders' Resolutions and together with the Directors' Resolutions, the Resolutions).

For the purposes of this opinion the documents in paragraphs 1(a) to (d) shall be referred to as the Documents. We have also reviewed such other records and documents as we have considered necessary and proper in order that we may render the opinions hereinafter set forth.

We have not made any enquiries or undertaken any searches concerning, and have not examined any other documents entered into by or affecting the Company or any other person, save for the examinations referred to in paragraph 1 above. In particular, but without limitation, we have not examined any documents referred to within the Registration Statement save as expressly referred to above and our opinion is limited accordingly.

2 Assumptions

This opinion is given only as to the circumstances existing on the date hereof and as to British Virgin Islands law in force on this date. We have relied on the Registered Agent's Certificate without further enquiry and upon the following assumptions, which we have not independently verified:

(a) all parties to the Documents (other than the Company) have the capacity, power and authority to enter into and exercise their rights and perform their obligations under the Documents to which they are a party;

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(b) the Documents have been or, as the case may be, will be duly authorised by or on behalf of all relevant parties (other than the Company) and, in the case of any of the Documents governed by the laws of the State of New York or the laws of any jurisdiction other than the British Virgin Islands, are, or will be legal, valid, binding and enforceable against all parties (including the Company) under those laws in accordance with their respective terms;

(c) the choice of law specified as being the governing law in each of the Documents (to the extent not British Virgin Islands law) has been made in good faith is regarded as a valid and binding selection which will be upheld by the courts of the relevant jurisdiction;

(d) copies of documents or records provided to us are true copies of the originals which are authentic and complete;

(e) all signatures and seals on all documents are genuine and authentic and in particular that any signatures on the documents we have reviewed are the true signatures of the persons authorised to execute the same;

(f) there is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions appearing herein and, specifically, we have made no enquiry as to the laws or public policies of any other law relevant to the Documents other than the laws of the British Virgin Islands;

(g) the Resolutions remain in full force and effect;

(h) in resolving that the Company executes the Documents and exercises its rights and performs its obligations under such Documents each of the directors of the Company is acting in good faith, for a proper purpose and exercising the care, diligence, and skill that a reasonable director would exercise in the same circumstances;

(i) the accuracy and completeness of the Registered Agent's Certificate as at the date hereof;

(j) to the extent that any of the Documents are yet to be executed and have been reviewed by us in draft form, such Documents will be duly executed by the Company in the form of the drafts we have examined; and

(k) the information and documents disclosed by the searches of the Public Records was and is accurate, up-to-date and remains unchanged as at the date hereof and there is no information or document which has been delivered for registration by any party (other than the Company), or which is required by the laws of the British Virgin Islands to be delivered for registration by any party (other than the Company), which was not included and available for inspection in the Public Records.

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3 Opinion

Based upon the foregoing, and subject to the qualifications expressed below, we are of the opinion that:

(a) The Company is a company duly incorporated with limited liability under the BVI Business Companies Act, 2004 and validly existing in good standing under the laws of the British Virgin Islands. It is a separate legal entity and is subject to suit in its own name.

(b) The Company has the capacity and power to exercise its rights and perform its obligations under and as described in the Registration Statement and each of the other Documents.

(c) The Units and each of the Shares, Rights and Warrants comprised therein which are to be offered and sold by the Company as contemplated by the Registration Statement have been duly authorised for issue and, when issued by the Company against payment in full of the consideration in accordance with the terms set out in the Registration Statement and the terms in the underwriting agreement referred to within the Registration Statement and, in the case of the Shares comprised in the Units, duly registered in the Company's register of members, will be validly issued, fully paid and non-assessable.

(d) Any Shares which are to be issued pursuant to the Rights or the Warrants, in each case when the rights under the those Rights or Warrants are exercisable under the terms thereof, have been duly authorised for issue and, when issued by the Company in accordance with the terms thereof as set out in the Registration Statement, and duly registered in the Company's register of members, will be, subject to payment of the exercise price therefor under the terms of the Warrants, validly issued, fully paid and non-assessable.

(e) The Units and the Shares, Rights and Warrants comprised therein will, on issue, constitute the valid and binding obligations of the Company enforceable in accordance with their respective terms except and insofar as such enforcement may be limited as hereinafter set out.

(f) Each of the Documents has been duly authorised and, in the case of those Documents that have been executed by the Company, executed in accordance with the Director Resolutions and delivered for and on behalf of the Company and, on the assumption that those of the Documents which have not yet been executed by the Company will be duly executed and delivered on behalf of the Company pursuant to the Directors' Resolutions, all of such Documents constitute the valid and binding obligations of the Company enforceable in accordance with their respective terms except and insofar as such enforcement may be limited as hereinafter set out. The term "enforceable" as used herein and above means that the obligations assumed by the Company under the relevant instrument are a type which the courts of the British Virgin Islands enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. We draw your attention to the following:

(i) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation and other laws of general application relating to or affecting the rights of creditors;

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(ii) enforcement may be limited by general principles of equity (i.e. equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy);

(iii) claims may become barred under the statutes of limitation or may be or become subject to defences of set-off or counterclaim;

(iv) it is our view that in the event of proceedings being brought in the British Virgin Islands in respect of a monetary obligation in connection with the Documents, it is likely to be expressed in the currency in which such claim is made, since the courts have power to grant a monetary judgment expressed otherwise than in the currency of the British Virgin Islands. With respect to winding up proceedings, British Virgin Islands law may require that all debts and claims are converted into U.S. Dollars (the currency of the British Virgin Islands) at an exchange rate prevailing on the date of the winding up. Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the British Virgin Islands;

(v) a certification, determination, calculation or designation of any relevant party to the foregoing instruments as to any matter provided therein might be held by the courts of the British Virgin Islands not to be conclusive, final and binding if, for example, it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error;

(vi) although there is no statutory enforcement in the British Virgin Islands of judgments obtained in the courts of the State of New York, the courts of the British Virgin Islands will recognise such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary provided that the judgement is not in respect of penalties, fines, taxes or similar fiscal or revenue obligations of the Company, is final, is for a liquidated sum, was not obtained in a fraudulent manner, is not of a kind the enforcement of which is contrary to the public policy in the British Virgin Islands, is not contrary to the principles of natural justice and provided that the courts of the State of New York had jurisdiction in the matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process. In appropriate circumstances, a British Virgin Islands court may give effect in the British Virgin Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions¹;

¹   Pattni v Ali and another (PC) [2007] 2 WLR.

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(vii) a British Virgin Islands court may not necessarily award costs and disbursements in litigation in accordance with contractual provisions;

(viii) we give no opinion as to the extent to which a British Virgin Islands court would, in the event of any relevant illegality, sever the offending provisions and enforce the remainder of the transaction of which such provisions form a part, notwithstanding any express provisions in this regard;

(ix) enforcement may be limited or prevented by reason of fraud, misrepresentation, mistake or public policy; and

(x) enforcement may be limited by the principle of forum non conveniens or analogous principles.

(g) The performance of the Company's obligations under the Registration Statement and each of the other Documents do not and will not conflict with or result in any breach of:

(i) the amended and restated Memorandum and Articles of Association of the Company; or

(ii) any law of the British Virgin Islands applicable to the Company.

(h) There were no actions pending against the Company based on our search of each of the Civil Index Book and the Commercial Book maintained by the British Virgin Islands High Court Registry.

(i) On the basis of our searches conducted at the Registry of Corporate Affairs and the Court Searches, no currently valid order or resolution for the winding-up of the Company and no current notice of appointment of a receiver in the British Virgin Islands over the Company, or any of its assets, appears on the records maintained in respect of the Company. It is a requirement under section 118 of the Insolvency Act 2003 that notice of appointment of a receiver be registered with the Registry of Corporate Affairs, however, it should be noted that failure to file a notice of appointment of a receiver does not invalidate the receivership but gives rise to penalties on the part of the receiver.

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4 Limitations

We offer no opinion:

(a) in relation to the laws of any jurisdiction other than the British Virgin Islands (and we have not made any investigation into such laws);

(b) in relation to any representation or warranty made or given by the Company in the Registration Statement or any other Document; or

(c) as to the commerciality of the transactions envisaged in the Registration Statement or any other Document or, save as expressly stated in this opinion, whether the Registration Statement, any other Document and the transactions envisaged therein achieve the commercial, tax, legal, regulatory or other aims of the parties to the Registration Statement or such other Document.

5 Governing Law and Reliance

(a) This opinion shall be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to the matters expressly stated herein. This opinion is confined to and given on the basis of the laws and practice in the British Virgin Islands at the date hereof.

(b) We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, the discussion of this opinion in the Registration Statement, and to the reference to our firm in the legal matters and taxation sections of the Registration Statement. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Yours faithfully

OGIER

/s/ Ogier

Ogier

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EX-5.2

Exhibit 5.2

Bison Capital Acquisition Corp.

609-610 21st Century Tower

No. 40 Liangmaqiao Road

Chaoyang District, Beijing 100016, China

+86(10) 8444-6968

June 19, 2017

Registration Statement of Bison Capital Acquisition Corporation.

Ladies and Gentlemen:

We have acted as counsel to Bison Capital Acquisition Corp., a British Virgin Islands business company (the “Company”) in connection with the registration by the Company with the United States Securities and Exchange Commission (the “Commission”) of up to 287,500 units of the Company, including the underwriters’ over-allotment option (collectively the “Units”), with each Unit consisting of one ordinary share of the Company, no par value (the “Ordinary Share”), and one right to receive one tenth of one Ordinary Share, and one-half of one warrant, each whole warrant to purchase one ordinary share (the “Warrant”), pursuant to a Registration Statement on Form S-1 initially filed by the Company with the Commission on May 31, 2017 (File No. 333-218404) and declared effective by the Commission on June 19, 2017 (as amended, the “Registration Statement”).

In rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement and prospectus included therein (the “Prospectus”), the right agreement to be entered into by and between the Company and Continental Stock Transfer & Trust (the “Right Agreement”) and warrant agreement to be entered into by and between the Company and Continental Stock Transfer & Trust (the “Warrant Agreement”), as well as such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company, as we have deemed relevant and necessary as the basis for the opinions hereafter expressed.

In such examination, we have assumed: (a) the legal capacity of each natural person, (b) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection with the rendering of the opinion set forth herein are true, correct, and complete, (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us, and (f) the due authorization of the Right Agreement and the Warrant Agreement by Continental Stock Transfer & Trust.

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As to matters of fact material to this opinion that have not been independently established, we have relied upon the representations and certificates of public officials, directors and officers of the Company and others, in each case as we have deemed relevant and appropriate. We have not independently verified the facts so relied on.

This opinion is limited to the laws of the State of New York as in effect on the date hereof. We expressly disclaim any responsibility to advise of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might affect the opinion expressed herein. We express no opinion with respect to the applicability to, or the effect on, the subject transaction of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state other than the State of New York. We express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof, and we express no opinion as to compliance with any other federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

Based on the foregoing, and having regard to legal considerations which we deem relevant, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that (i) when the Registration Statement becomes effective under the Act and when the offering is completed as contemplated by the Registration Statement, the Units will be be validly issued, fully paid and non-assessable; (ii) when the Registration Statement becomes effective under the Act, when the offering is completed as contemplated by the Registration Statement, and when the ordinary shares are issued, delivered and paid as part of Units, as contemplated by the Registration Statement, such ordinary shares will be validly issued, fully paid and non-assessable; (iii) when the Registration Statement becomes effective under the Act, when the offering is completed as contemplated by the Registration Statement, when Rights and Warrants are duly executed and authenticated in accordance with the Right Agreement and the Warrant Agreement, respectively, and issued, delivered and paid for as part of the Units, as contemplated by the Registration Statement, such Rights and Warrants will be validly issued, fully paid and non-assessable and will be legally binding obligations of the Company enforceable in accordance with their terms, , except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and (iv) when the Registration Statement becomes effective under the Act, when the offering is completed as contemplated by the Registration Statement, when Rights and Warrants are duly executed and authenticated in accordance with the Right Agreement and the Warrant Agreement, respectively, and issued, delivered and paid for as part of the Units, as contemplated by the Registration Statement, when the ordinary shares underlying such Rights and Warrants are issued and delivered against payment therefor in accordance with the provisions of the Rights and Warrants, respectively, when sold under the circumstances contemplated in the Registration Statement, will be legally issued, fully paid and non-assessable.

We express no opinion as to the enforceability of (i) provisions that relate to choice of law, forum selection or submission to jurisdiction (including, without limitation, any express or implied waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent that the validity, binding effect or enforceability of any such provision is to be determined by any court other than a state court of the State of New York, (ii) waivers by the Company of any statutory or constitutional rights or remedies, or (iii) terms which excuse any person or entity from liability for, or require the Company to indemnify such person or entity against, such person’s or entity’s negligence or willful misconduct. We draw your attention to the fact that, under certain circumstances, the enforceability of terms to the effect that provisions may not be waived or modified except in writing may be limited.

We consent to the filing of this opinion as an exhibit to the Registration Statement, the discussion of this opinion in the Registration Statement and to the references to our firm in the Registration Statement and the Prospectus. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act.

Very truly yours,

/s/ Hunter Taubman Fischer &Li LLC

Hunter Taubman Fischer & Li LLC

EX-23.1

Exhibit 23.1

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in this Registration Statement of Bison Capital Acquisition Corp. (the “Company”) on Form S-1 of our report dated February 28, 2017, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Bison Capital Acquisition Corp. as of December 31, 2016 and for the period from October 7, 2016 (inception) through December 31, 2016, appearing in the Registration Statement on Form S-1, as amended, (File No. 333-218404) of Bison Capital Acquisition Corp., which is part of this Registration Statement.

/s/ Marcum llp

Marcum llp

New York, NY

June 19, 2017