EX-5.1 3 h00380exv5w1.htm EX-5.1 OPINION OF MAPLES AND CALDER EX-5.1 Opinion of Maples and Calder
 

EXHIBIT 5.1
Our ref          CYC2/304101/294648/v4
Your ref
 
     
KongZhong Corporation
  Direct:    +852 2971 3007
35/F Tengda Plaza
  Mobile:   +852 9020 800702
168 Xiwai Street
  E-mail:    richard.thorp@maplesandcalder.com
Haidian District
   
Beijing
   
China
   
100044
   
6 March 2006
Dear Sirs
KongZhong Corporation
We have examined the Registration Statement on Form S-8 to be filed by KongZhong Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company”), with the Securities and Exchange Commission (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended, of an amount of ordinary shares of the Company (the “Shares”) for issuance pursuant to the following plan (the “Plan”):-
KongZhong Corporation 2002 Equity Incentive Plan (as amended)
As Cayman Islands counsel to the Company, we have examined the corporate authorisations of the Company in connection with the Plan and the issue of the Shares by the Company and have assumed that the Shares will be issued in accordance with the Plan, and that no other consideration need be paid for the Shares to be issued in accordance with the Plan.
It is our opinion that the Shares to be issued by the Company have been duly and validly authorised, and when issued, sold and paid for in the manner described in the Plan and in accordance with the relevant resolutions adopted by the Board of Directors of the Company (or any committee to whom the Board of Directors have delegated their powers with respect to administration of the Plan) and when appropriate entries have been made in the Register of Members of the Company, will be legally issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto.

             
Yours faithfully,
   
/s/ Maples and Calder
   
 
Maples and Calder