EX-5.1 2 fatprojects_ex5-1.htm EXHIBIT 5.1


Exhibit 5.1


Harney Westwood & Riegels

3rd Floor, Harbour Place

103 South Church Street

PO Box 10240


Grand Cayman

Cayman Islands

Tel: +1 345 949 8599

Fax: +1 345 949 4451


25 November 2022



+1 284 852 2551



Fat Projects Acquisition Corp

27 Bukit Manis Road




Dear Fat Projects Acquisition Corp (the Company)


Registration Statement on Form S-4


We are lawyers qualified to practise in the Cayman Islands and have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in relation to the Company’s Form S-4 Registration Statement, as may be amended from time to time (the Statement), to be filed by the Company with the Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933 (the Securities Act) relating to the issuance of up to 9,500,000 class A ordinary shares, par value $0.0001 per share of the Company (Class A Shares) in connection with the Business Combination Agreement (as defined below) (the BCA Shares).


In this opinion the Companies Act means the Companies Act (2022 Revision) of the Cayman Islands.


For the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1). We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.


In giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not verified.


Based solely upon the foregoing examinations and assumptions and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the Cayman Islands:


1Existence and Good Standing. The Company is an exempted company duly incorporated with limited liability and is validly existing and in good standing under the laws of the Cayman Islands. It is a separate legal entity and is subject to suit in its own name.




On 19 July 2021 the firm converted to a limited liability partnership pursuant to the Limited Liability Partnership Act 2017 of the laws of the Cayman Islands. Prior to re-registration the name of the firm was Harney Westwood & Riegels. A list of partners is available for inspection at our offices.  

Anguilla | Bermuda | British Virgin Islands | Cayman Islands

Cyprus | Hong Kong | London | Luxembourg | Montevideo

São Paulo | Shanghai | Singapore | Vancouver






2Due Authorisation – BCA Shares. The BCA Shares to be offered and issued by the Company, as contemplated by the Statement and the Business Combination Agreement, have been duly authorised for issue and, when issued by the Company against payment in full of the consideration, and in accordance with the terms, set out in the Statement and the Business Combination Agreement, will be validly issued, fully paid and non-assessable.


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


This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. We express no opinion as to matters of fact.


This opinion is rendered for your benefit and the benefit of your legal counsel (in that capacity only). Notwithstanding the We hereby consent to the reference to our firm in the Registration Statement under the heading “Legal Matters” and to the filing of this opinion as an exhibit to the Statement. The consent shall not be deemed to be an admission that this firm is an “expert” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act or the regulations promulgated pursuant to the Securities Act. This opinion is provided for use in connection with the Statement and may not be relied upon for any other purpose or in connection with any other matters.


Yours faithfully  
/s/ Harney Westwood & Riegels  
Harney Westwood & Riegels  





Schedule 1


List of Documents Examined


1The certificate of incorporation dated 16 April 2021 and the amended and restated memorandum and articles of association of the Company as adopted on 7 October 2021 (the Memorandum and Articles).


2A Certificate of Good Standing in respect of the Company issued by the Registrar of Companies dated 23 November 2022.


3A certificate from a director of the Company, dated 22 November, (the Director’s Certificate).


4A copy of the minutes of the board of directors of the Company dated 23 August 2022 and 3 October 2022 (the Resolutions).


5The Statement.


6A business combination agreement dated 26 August 2022 and entered into between the Company and Avanseus Holdings Pte. Ltd., a Singapore private company limited by shares, with Company registration number 201526265R, as amended by Amendment No. 1 thereto dated as of 3 October 2022 (the Business Combination Agreement).


(1 to 6 above are the Documents).





Schedule 2




1Authenticity of Documents. All original Documents are authentic, all signatures, initials and seals are genuine, all copies of Documents are true and correct copies.


2Documents. All matters required by law to be recorded in the Documents are so recorded, and all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete, and all facts expressed in or implied thereby are accurate and complete.


3Director’s Certificate. We have relied upon the statements and representations made in the Director’s Certificate as to factual matters.


4Consideration. The Company will have received consideration in money or money’s worth for each share offered by the Company when issued at the agreed issue price, such issue price in any event not being less than the stated par or nominal value of each share.


5Resolutions. The Resolutions remain in full force and effect.


6Unseen Documents. Save for the Documents provided to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions envisaged in the Statement and, in particular, that performance of the transactions envisaged under the Statement will not cause the Company to be in breach of any agreement or undertaking.


7No Steps to Wind-up. The directors and shareholders of the Company have not taken any steps to have the Company struck off or placed in liquidation, no steps have been taken to wind up the Company and no receiver has been appointed over any of the property or assets of the Company.


8Solvency. The Company was on the date of execution of this opinion able to pay its debts as they fall due.


9Foreign Laws. There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect any opinion given herein.





Schedule 3




1Non-assessable. In this opinion letter the phrase “non-assessable” means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement to the contrary, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).


2Court Search. The search of the Register of Writs and other Originating Process of the Grand Court of the Cayman Islands has been undertaken on a digital system made available through the Grand Court of the Cayman Islands (the Court’s Digital System), and through inadvertent errors or delays in updating the digital system (and/or the Register from which the digital information is drawn) may not constitute a complete record of all proceedings as at the Court Search Date and in particular may omit details of very recent filings. The Court Search of the Court Register would not reveal, amongst other things, an Originating Process filed with the Grand Court which, pursuant to the Grand Court rules or best practice of the Clerk of the Courts’ office, should have been entered in the Court Register but was not in fact entered in the Court Register (properly or at all), or any Originating Process which has been placed under seal or anonymised (whether by order of the Court or pursuant to the practice of the Clerk of the Courts’ office).


3Good Standing. The Company shall be deemed to be in good standing at any time if all fees (including annual filing fees) and penalties under the Companies Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Companies Act.


4Sanctions. The obligations of the Company may be subject to restrictions pursuant to United Nations and United Kingdom sanctions as implemented under the laws of the Cayman Islands.


5Economic Substance. We have undertaken no enquiry and express no view as to the compliance of the Company with the International Tax Co-operation (Economic Substance) Act (2020 Revision).