EX-5.1 7 ea020166912ex5-1_webull.htm OPINION OF OGIER AS TO VALIDITY OF CLASS A ORDINARY SHARES OF WEBULL CORPORATION

Exhibit 5.1

 

 

Webull Corporation

the offices of Sertus Incorporations (Cayman) Limited, Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands

D

+852 3656 6054 /

+852 3656 6073

E

nathan.powell@ogier.com /

rachel.huang@ogier.com

   
  Reference: NMP/RYH/506419.00002
   
    5 December 2024

 

Dear Sirs

 

Webull Corporation (the Company)

 

We have been requested to provide you with an opinion on matters of Cayman Islands law in relation to the Company’s registration statement filed with the Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Securities Act), on Form F-4, such registration statement including all amendments or supplements to such form filed with the Commission (the Registration Statement). The Registration Statement relates to the transactions contemplated in the business combination agreement dated 27 February 2024 (the Agreement) by and among the Company, SK Growth Opportunities Corporation (the SPAC), Feather Sound I Inc. and Feather Sound II Inc.. Pursuant to the Agreement, the Company will issue the following securities (the Securities) as will be determined in accordance with the Agreement:

 

(a)up to 15,496,960 class A ordinary shares with US$0.00001 par value each of the Company (each a Class A Ordinary Share) to the securities holders of the SPAC (collectively, the SPAC Shares) as set out in the Registration Statement and in accordance with the terms of the Agreement;

 

(b)up to 18,992,000 warrants to purchase Class A Ordinary Shares to the existing warrant holders of the SPAC (the Webull Warrants) in accordance with the terms of the Agreement and the Warrant Agreement (as defined in Schedule 1);

 

(c)up to 29,732,960 warrants to purchase Class A Ordinary Shares to the existing warrant holders of the SPAC and certain shareholders of the Company (the Incentive Warrants, together with the Webull Warrants, the Warrants) in accordance with the terms of the Agreement and the Incentive Warrant Agreement (as defined in Schedule 1); and

 

(d)up to 48,724,960 Class A Ordinary Shares issuable upon exercise of the Warrants (the Warrant Shares, collectively with the SPAC Shares, the Offering Shares).

 

Ogier

Providing advice on British Virgin Islands, Cayman Islands and Guernsey laws

 

Floor 11 Central Tower

28 Queen’s Road Central

Central

Hong Kong

 

T +852 3656 6000

F +852 3656 6001

ogier.com

Partners

Nicholas Plowman

Nathan Powell

Anthony Oakes

Oliver Payne

Kate Hodson

David Nelson

Justin Davis

Joanne Collett

Dennis Li

Florence Chan*

Lin Han

Cecilia Li**

Rachel Huang**

Yuki Yan**

Richard Bennett**

James Bergstrom

Marcus Leese

 

* admitted in New Zealand

admitted in New York

** admitted in England and Wales

not ordinarily resident in Hong Kong

 

 

 

 

 

This opinion letter is given in accordance with the terms of the legal matters section of the Registration Statement.

 

Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Agreement. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.

 

1Documents examined

 

For the purposes of giving this opinion, we have examined the corporate and other documents and conducted the searches listed in Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.

 

2Assumptions

 

In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

 

(a)all original documents examined by us are authentic and complete;

 

(b)all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

 

(c)all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;

 

(d)each of the Statutory Books (as defined below), the Good Standing Certificate (as defined below) and the Director’s Certificate is accurate and complete as at the date of this opinion;

 

(e)all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

 

(f)the Board Resolutions (as defined below) remain in full force and effect and have not been amended, varied or revoked in any respect and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving, among other things, the Agreement, the Warrant Agreement and the Incentive Warrant Agreement (collectively, the Agreements) and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Agreements which has not been properly disclosed in the Board Resolutions;

 

(g)the Shareholder Resolutions (as defined below) remain in full force and effect and have not been amended, varied or revoked in any respect;

 

(h)the Amended MAA will be duly authorised and adopted by the Company prior to issuance of the Offering Shares and the Warrants;

 

(i)the Assumption Agreement will be duly executed and delivered by the Company and all parties named thereto, in the form as exhibited in the Registration Statement and in accordance with the Board Resolutions and the Shareholder Resolutions, prior to the issuance of the Warrants;

 

2

 

 

(j)neither the directors of the Company or the shareholders of the Company have taken any steps to appoint a liquidator or a restructuring officer of the Company and no receiver has been appointed over any of the Company’s property or assets;

 

(k)the Register of Writs constitutes a complete and accurate record of the proceedings affecting the Company before the Grand Court of the Cayman Islands as at the time we conducted our investigation of such register; and

 

(l)there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein.

 

3Opinions

 

On the basis of the examinations of the documents set forth in Schedule 1 and assumptions referred to in paragraph 2 above and subject to the qualifications set forth in Schedule 2 and the limitations set forth below, we are of the opinion that:

 

Corporate status

 

(a)The Company has been duly incorporated as an exempted company with limited liability under the Companies Act (Revised) of the Cayman Islands and is validly existing in the Cayman Islands.

 

Validity of issuance of the Securities

 

(b)The SPAC Shares to be offered and issued by the Company as contemplated by the Registration Statement and the Agreement have been duly authorised for issue and when:

 

(i)issued by the Company against payment in full of the consideration thereof (being no less than its aggregate par value) in accordance with the terms set out in the Registration Statement, the Agreement and the Company’s then effective memorandum and articles of association; and

 

(ii)such issuance of the SPAC Shares has been duly registered in the Company’s register of members as fully paid shares,

 

will be validly issued, fully paid and non-assessable.

 

(c)The Webull Warrants to be issued by the Company as contemplated by the Registration Statement, the Agreement and the Warrant Agreement have been duly authorised for issue and when issued by the Company against payment in full of the consideration thereof in accordance with the terms set out in the Registration Statement, the Agreement and the Warrant Agreement and the Company’s then effective memorandum and articles of association, will be validly issued and fully paid.

 

(d)The Incentive Warrants to be issued by the Company as contemplated by the Registration Statement, the Agreement and the Incentive Warrant Agreement have been duly authorised for issue and when issued by the Company against payment in full of the consideration thereof in accordance with the terms set out in the Registration Statement, the Agreement and the Incentive Warrant Agreement and the Company’s then effective memorandum and articles of association, will be validly issued and fully paid.

 

3

 

 

(e)The Warrant Shares which are to be issued pursuant to the Warrants when the Warrants are exercisable under the respective terms of the Webull Warrants, the Incentive Warrants, the Warrant Agreement and the Incentive Warrant Agreement, have been duly authorised for issue and, when:

 

(i)issued by the Company upon due exercise of the respective Webull Warrants and Incentive Warrants in accordance with the respective terms of the Webull Warrants, the Incentive Warrants, the Warrant Agreement and the Incentive Warrant Agreement and the Company’s then effective memorandum and articles of association against full payment of the exercise price therefor; and

 

(ii)such issuances of the Warrant Shares have been duly registered in the Company’s register of members as fully paid shares,

 

will be validly issued, fully paid and non-assessable.

 

4Matters not covered

 

We offer no opinion:

 

(a)as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Agreements to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands;

 

(b)except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms of such documents reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the documents and any other agreements into which the Company may have entered or any other documents; or

 

(c)as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any other agreement, deed or document (other than the Memorandum and Articles of Association (as defined below)) entered into by or binding on the Company.

 

5Governing law of this opinion

 

5.1This opinion is:

 

(a)governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

 

(b)limited to the matters expressly stated in it; and

 

(c)confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

 

5.2Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

 

4

 

 

6Who can rely on this opinion

 

6.1This opinion may be used only in connection with the offering of the Securities while the Registration Statement is effective. With the exception of your professional advisers (acting only in that capacity) pursuant to the Registration Statement, it may not be relied upon by any person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.

 

6.2We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to this firm in the Registration Statement under the heading “Legal Matters”.

 

Yours faithfully  
   
/s/ Ogier  
Ogier  

 

5

 

 

SCHEDULE 1

 

List of Documents Examined

 

1The certificate of incorporation of the Company dated 2 September 2019 issued by the Registrar of Companies of the Cayman Islands (the Registrar).

 

2The fourth amended and restated memorandum and articles of association of the Company adopted by way of special resolutions passed and effective on 26 April 2023 and filed with the Registrar on 28 April 2023 (the Memorandum and Articles of Association).

 

3The draft form of the fifth amended and restated memorandum and articles of association of the Company appended to the Registration Statement to be adopted by the Company prior to the Offering Shares being issued (the Amended MAA).

 

4The copies of the minutes of the meeting of the board of directors dated 22 February 2024 and 3 December 2024 (collectively, the Board Resolutions).

 

5The copy of the minutes of an extraordinary general meeting of the shareholders of the Company dated 22 February 2024 (the Shareholder Resolutions).

 

6The certified true copy of the register of members of the Company dated 10 January 2024 (the Register of Members).

 

7The register of directors and officers of the Company filed with the Registrar on 16 May 2024 (the Register of Directors, and together with the Register of Members, the Statutory Books).

 

8A certificate from a director of the Company dated 5 December 2024 as to certain matters of fact (the Director’s Certificate).

 

9A Certificate of Good Standing dated 2 December 2024 (the Good Standing Certificate) issued by the Registrar in respect of the Company.

 

10The Registration Statement.

 

11The Agreement.

 

12The form of the warrant assignment, assumption and amendment agreement by and among the Company, SPAC and Continental Stock Transfer & Trust Company, the form of which is exhibited in the Registration Statement (the Assumption Agreement).

 

13The warrant agreement dated 23 June 2022 entered into by and between the SPAC and Continental Stock Transfer & Trust Company (the Original Warrant Agreement, and together with the Assumption Agreement, the Warrant Agreement).

 

14The form of the warrant agreement by and among the Company, SPAC and Continental Stock Transfer & Trust Company, the form of which is exhibited in the Registration Statement (the Incentive Warrant Agreement).

 

15The Register of Writs maintained by the office of the Clerk of Courts in the Cayman Islands as inspected by us on 4 December 2024.

 

16Results of the search conducted online through the CORIS (Cayman Online Registry Information System) as maintained by the Ministry of Financial Services of Cayman Islands Government in respect of the Company dated 4 December 2024.

 

6

 

 

SCHEDULE 2

 

Qualifications

 

Register of Writs

 

1Our examination of the Register of Writs cannot conclusively reveal whether or not there is:

 

(a)any current or pending litigation in the Cayman Islands against the Company; or

 

(b)any application for the winding up or dissolution of the Company or the appointment of any liquidator or trustee in bankruptcy in respect of the Company or any of its assets,

 

as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.

 

 

7