EX-5.1 3 ea143598ex5-1_greenland.htm OPINION OF OGIER

Exhibit 5.1

 

 

 
D +1 284 852 7309
  E michael.killourhy@ogier.com
   
  Reference: 174563.00007/MJK/DNM
   
  30 June 2021

 

Greenland Technologies Holding Corporation

Craigmuir Chambers

PO Box 71

Road Town

Tortola, VG1110

British Virgin Islands

 

Dear Sirs

 

Greenland Technologies Holding Corporation, incorporated in the British Virgin Islands with company number 1965087 (the Company)

 

We have acted as special British Virgin Islands legal counsel to the Company in connection with a public offering (the Offering) in the United States of an aggregate of 857,844 ordinary shares, no par value each of the Company (the Shares) as described in the Registration Statement and the Prospectus (both as defined below).

 

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

 

1Documents

 

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

 

(a)the Company’s registration statement on Form S-3 (File No. 333-256509) filed with the Securities and Exchange Commission in the United States (SEC) on May 26, 2021 and declared effective by the SEC on June 7, 2021 (the Registration Statement);

 

(b)the Company’s prospectus included in the Registration Statement dated June 7, 2021 (the Base Prospectus), the preliminary prospectus supplement dated June 28, 2021 (the Preliminary Prospectus Supplement) and the final prospectus supplement dated June 28, 2021 (the Final Prospectus Supplement, together with the Base Prospectus and the Preliminary Prospectus, the Prospectus) relating to the Offering of the Shares;

 

(b)(i)the constitutional documents and public records of the Company obtained from the Registry of Corporate Affairs in the British Virgin Islands on 29 June 2021;

 

 

 

 

(ii)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 29 June 2021,

 

(each of the searches in (b)(i) and (ii) together, the Public Records);

 

(c)a registered agent’s certificate issued by the Company’s registered agent dated 29 June 2021 (the Registered Agent’s Certificate); and

 

(d)written resolutions of the directors of the Company dated 20 April 2021 and 27 June 2021, approving and/or ratifying, inter alia, the Registration Statement (the Resolutions).

 

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 or the Prospectus save as expressly referred to above and our opinion is limited accordingly.

 

2Assumptions

 

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 Registration Statement (other than the Company) have the capacity, power and authority to exercise their rights and perform their obligations under such Registration Statement;

 

(b)the Registration Statement has been or, as the case may be, will be duly authorised by or on behalf of all relevant parties (other than the Company);

 

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

 

(d)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;

 

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

 

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

 

(g)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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3Opinion

 

Based upon the foregoing, and subject to the qualifications expressed below, we are of the opinion that the Shares have been duly authorised for issue and, when issued by the Company against payment in full of the consideration therefor in accordance with the terms set out in the Registration Statement and the Prospectus and duly registered in the Company’s register of members, will be validly issued, fully paid and non-assessable.

 

4Limitations

 

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 the Prospectus; or

 

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

 

5Governing 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 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 Securities Act or the Rules and Regulations of the Commission thereunder.

 

Yours faithfully

 

/s/ Ogier  

 

Ogier

 

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