tanh_ex51.htm

EX-5.1 2 tanh_ex51.htm OPINION OF CAMPBELLS LEGAL tanh_ex51.htm

EXHIBIT 5.1

Campbells Legal (BVI) Limited

Floor 4, Banco Popular Building

PO Box 4467

Road Town, Tortola VG-1110

British Virgin Islands

campbellslegal.com

Our Ref: GWI/70005-33502

CAYMAN | BVI | HONG KONG

Tantech Holdings Ltd

c/o Zhejiang Tantech Bamboo Technology Co., Ltd.

No. 10 Cen Shan Road, Shuige Industrial Zone

Lishui City, Zhejiang Province 3223000

People’s Republic of China

30 August 2023

Dear Sirs

Tantech Holdings Ltd (the “Company”)

We have acted as British Virgin Islands legal advisers to the Company in connection with the registration and offering of such indeterminate:

(i)

number of common shares;

(ii)

number of preference shares;

(iii)

number of depositary shares;

(iv)

number of debt securities;

(v)

number of warrants to purchase common shares, preference shares, depositary shares or debt securities;

(vi)

number of rights to purchase common shares, preference shares, depository shares, warrants or other securities; and

(vii)

number of units of debt securities, preference shares, common shares, depositary shares, rights or warrants, in any combination,

as shall have an aggregate initial offering price not to exceed US$100,000,000 or such lesser aggregate amount permitted under General Instruction II.C. of Form F-3 under the Securities Act of 1933, through a Registration Statement on Form F-3 (“Registration Statement”) as to which this opinion is a part, to be filed with the United States Securities and Exchange Commission (the “Commission”).

1

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 British Virgin 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 of the Resolutions, the Director’s Certificate and the Certificate of Good Standing (each as defined below). We have also relied upon the following assumptions, which we have not independently verified:

1.1

Copies 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, and translations of documents provided to us are complete and accurate;

1.2

All signatures, initials and seals are genuine;

1.3

There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions expressed herein;

1.4

The securities to be offered and issued by the Company pursuant to the Registration Statement will be issued by the Company against payment in full;

1.5

The A&R Memorandum and Articles (as defined below) remain in full force and effect and are unamended;

1.6

The Resolutions were duly passed in the manner prescribed in the A&R Memorandum and Articles and the resolutions contained in the Resolutions are in full force and effect at the date hereof and have not been amended, varied or revoked in any respect;

1.7

The authorized shares of the Company as set out in the A&R Memorandum and Articles have not been amended;

1.8

That the validity and binding effect under the laws of the United States of America of the Registration Statement;

1.9

The transactions contemplated under the Registration Statement comply with the requirements of the applicable rules of the Nasdaq Stock Market;

1.10

The minute book and corporate records of the Company as maintained at the office of its registered agent in the British Virgin Islands are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the shareholders and directors (or any committee thereof) (duly convened in accordance with the then effective A&R Memorandum and Articles of the Company) and all resolutions passed at the meetings, or passed by written consent as the case may be;

1.11

That there is no contractual or other prohibition (other than as may arise by virtue of the laws of the British Virgin Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Registration Statement or which materially affect, amend or vary the transactions contemplated by the Registration Statement.

2

Documents Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents and such other documents or instruments as we deem necessary

2.1

A copy of the Registration Statement;

2.2

A copy of the Company’s certificate of incorporation issued by the Registrar of Corporate Affairs (“Registrar”) on 9 November 2010;

2.3

A copy of the Company’s Certificate of Change of Name issued by the Registrar on 15 April 2013;

2.4

A copy of the Company’s Certificate of Change of Name issued by the Registrar on 4 March 2016;

2.5

A copy of the current Amended and Restated Memorandum and Articles of Association of the Company registered by the Registrar on 5 June 2023 (the “A&R Memorandum and Articles”);

2.6

A copy of the Certificate of Good Standing in respect of the Company issued by the Registrar dated 25 August 2023;

2.7

A copy of the Registered Agent Certificate in respect of the Company issued by Vistra (BVI) Limited dated 28 August 2023; (the "Registered Agent's Certificate");

2.8

A copy of written resolutions of the Directors of the Company dated 24 August 2023 (the “Resolutions”);

2.9

The information revealed by our search of the Company's public records on file and available for public inspection at the Registrar at the time of our search on 30 August 2023; and

2.10

The records of proceedings and information revealed in relation to the Company on file with, and available for inspection on 30 August 2023, at the British Virgin Islands High Court Registry.

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:

3.1
The Company has been duly incorporated as a BVI business company, limited by shares under the BVI Business Companies Act (as amended) (the "Act"), is validly existing and was, at the date of our searches in good standing with the Registrar of Corporate Affairs in the British Virgin Islands (the "Registrar"); and

3.2
The common shares, the preference shares, the depository shares, the debt securities, the warrants to purchase common shares, the rights to purchase common shares and the units, of the Company all as described in the Registration Statement will upon the receipt of full payment, issuance and delivery in accordance with the terms of the offering described in the Registration Statement and registration in the register of members of the Company, will be validly issued, fully paid and non-assessable.

4

Qualifications

4.1

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.

4.2

In this opinion, the phrase "non‐assessable" means, with respect to the securities being offered pursuant to the Registration Statement, that a shareholder shall not, solely by virtue of its status as a shareholder, 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 circumstance in which a court may be prepared to pierce or lift the corporate veil).

4.3

As a matter of British Virgin Islands law, a share is only issued when it has been entered in the register of members (shareholders).

4.4

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

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving this 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 Commission thereunder.

Yours faithfully

Campbells Legal (BVI) Limited


	Campbells Legal (BVI) Limited Floor 4, Banco Popular Building PO Box 4467 Road Town, Tortola VG-1110 British Virgin Islands campbellslegal.com Our Ref: GWI/70005-33502 CAYMAN \| BVI \| HONG KONG
Tantech Holdings Ltd c/o Zhejiang Tantech Bamboo Technology Co., Ltd. No. 10 Cen Shan Road, Shuige Industrial Zone Lishui City, Zhejiang Province 3223000 People’s Republic of China

(i)	number of common shares;
(ii)	number of preference shares;
(iii)	number of depositary shares;
(iv)	number of debt securities;
(v)	number of warrants to purchase common shares, preference shares, depositary shares or debt securities;
(vi)	number of rights to purchase common shares, preference shares, depository shares, warrants or other securities; and
(vii)	number of units of debt securities, preference shares, common shares, depositary shares, rights or warrants, in any combination,

1.1	Copies 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, and translations of documents provided to us are complete and accurate;

1.2	All signatures, initials and seals are genuine;

1.3	There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions expressed herein;

1.4	The securities to be offered and issued by the Company pursuant to the Registration Statement will be issued by the Company against payment in full;

1.5	The A&R Memorandum and Articles (as defined below) remain in full force and effect and are unamended;

1.6	The Resolutions were duly passed in the manner prescribed in the A&R Memorandum and Articles and the resolutions contained in the Resolutions are in full force and effect at the date hereof and have not been amended, varied or revoked in any respect;

1.7	The authorized shares of the Company as set out in the A&R Memorandum and Articles have not been amended;

1.8	That the validity and binding effect under the laws of the United States of America of the Registration Statement;

1.9	The transactions contemplated under the Registration Statement comply with the requirements of the applicable rules of the Nasdaq Stock Market;

1.10	The minute book and corporate records of the Company as maintained at the office of its registered agent in the British Virgin Islands are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the shareholders and directors (or any committee thereof) (duly convened in accordance with the then effective A&R Memorandum and Articles of the Company) and all resolutions passed at the meetings, or passed by written consent as the case may be;

1.11	That there is no contractual or other prohibition (other than as may arise by virtue of the laws of the British Virgin Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Registration Statement or which materially affect, amend or vary the transactions contemplated by the Registration Statement.

2	Documents Reviewed

2.1	A copy of the Registration Statement;

2.2	A copy of the Company’s certificate of incorporation issued by the Registrar of Corporate Affairs (“Registrar”) on 9 November 2010;

2.3	A copy of the Company’s Certificate of Change of Name issued by the Registrar on 15 April 2013;

2.4	A copy of the Company’s Certificate of Change of Name issued by the Registrar on 4 March 2016;

2.5	A copy of the current Amended and Restated Memorandum and Articles of Association of the Company registered by the Registrar on 5 June 2023 (the “A&R Memorandum and Articles”);

2.6	A copy of the Certificate of Good Standing in respect of the Company issued by the Registrar dated 25 August 2023;

2.7	A copy of the Registered Agent Certificate in respect of the Company issued by Vistra (BVI) Limited dated 28 August 2023; (the "Registered Agent's Certificate");

2.8	A copy of written resolutions of the Directors of the Company dated 24 August 2023 (the “Resolutions”);

2.9	The information revealed by our search of the Company's public records on file and available for public inspection at the Registrar at the time of our search on 30 August 2023; and

2.10	The records of proceedings and information revealed in relation to the Company on file with, and available for inspection on 30 August 2023, at the British Virgin Islands High Court Registry.

3	Opinion

3.1	The Company has been duly incorporated as a BVI business company, limited by shares under the BVI Business Companies Act (as amended) (the "Act"), is validly existing and was, at the date of our searches in good standing with the Registrar of Corporate Affairs in the British Virgin Islands (the "Registrar"); and

3.2	The common shares, the preference shares, the depository shares, the debt securities, the warrants to purchase common shares, the rights to purchase common shares and the units, of the Company all as described in the Registration Statement will upon the receipt of full payment, issuance and delivery in accordance with the terms of the offering described in the Registration Statement and registration in the register of members of the Company, will be validly issued, fully paid and non-assessable.

4	Qualifications

4.1	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.

4.2	In this opinion, the phrase "non‐assessable" means, with respect to the securities being offered pursuant to the Registration Statement, that a shareholder shall not, solely by virtue of its status as a shareholder, 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 circumstance in which a court may be prepared to pierce or lift the corporate veil).

4.3	As a matter of British Virgin Islands law, a share is only issued when it has been entered in the register of members (shareholders).