Attached files
| file | filename |
|---|---|
| S-1/A - China VantagePoint Acquisition Co | v211542_s1a.htm |
| EX-4.5 - China VantagePoint Acquisition Co | v211542_ex4-5.htm |
| EX-5.2 - China VantagePoint Acquisition Co | v211542_ex5-2.htm |
| EX-1.1 - China VantagePoint Acquisition Co | v211542_ex1-1.htm |
| EX-23.1 - China VantagePoint Acquisition Co | v211542_ex23-1.htm |
| EX-10.4 - China VantagePoint Acquisition Co | v211542_ex10-4.htm |
| EX-10.9 - China VantagePoint Acquisition Co | v211542_ex10-9.htm |
| EX-10.10 - China VantagePoint Acquisition Co | v211542_ex10-10.htm |
16
February 2011
Matter
No.:874997
Doc Ref:
354147
852 2842
9530
Richard.Hall@conyersdill.com
China
VantagePoint Acquisition Company
6112 Bay
Isles Drive
Boynton
Beach, FL33437
United
States of America
Dear
Sirs,
Re: China VantagePoint Acquisition
Company (the
"Company")
We have
acted as special Cayman Islands legal counsel to the Company in connection with
a registration statement on form S1 (Registration No. 333-170006) filed with the
U.S. Securities and Exchange Commission (the "Commission") on or about 16
February 2011 and declared effective on or about 16 February 2011 (the
"Registration Statement", which term does not include any other document or
agreement whether or not specifically referred to therein or attached as an
exhibit or schedule thereto) relating to the registration under the U.S.
Securities Act of 1933, as amended, (the "Securities Act") of an aggregate of
(i) 2,875,000 units (the “Units”), each consisting of one subunit and one half
Warrant (as defined below); (ii) 2,875,000 subunits underlying the Units (the
“Subunits”), each consisting of one ordinary share par value US$0.001 each (the
“Ordinary Shares”) and one half Warrant (as defined below); (iii) 4,080,356
warrants, each giving the right to subscribe for 1 Ordinary Share (the
“Warrants”),being 1,437,500 Warrants included as part of the Units and 2,642,856
Warrants issued by way of public offering; (iv) 2,875,000 Ordinary Shares (the
“Initial Ordinary Shares”) included as part of the Subunits; (v) 1,437,500
Warrants included as part of the Subunits; (vi) 4,080,500 Ordinary Shares
underlying the Warrants included in the Units and the Warrants issued by way of
public offering; (vii) 1,437,500 Ordinary Shares underlying the Warrants
included in the Subunits; (viii) 1 underwriter’s Unit purchase option (the
“Underwriter’s UPO”), granting the right to purchase 175,000 Units; (ix) 175,000
Units (the “Underwriter’s Units”) underlying the Underwriter’s UPO; (x) 175,000
Warrants included as part of the Underwriter’s Units (the “Underwriter’s Unit
Warrants”); (xi) 175,000 Ordinary Shares included as part of the Underwriter’s
Units; and (xii) 175,000 Ordinary Shares underlying the Underwriter’s Unit
Warrants.
For the
purposes of giving this opinion, we have examined:
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(i)
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a
copy of the Registration Statement;
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(ii)
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a
copy of the prospectus contained in the Registration Statement (the
“Prospectus”); and
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(iii)
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drafts
of the certificates constituting the Units, Subunits, Warrants and
Underwriter UPO (the
“Certificates”).
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We have
also reviewed the Memorandum and Articles of Association of the Company, each
certified by the Secretary of the Company on 31 January 2011, the amended and
restated Memorandum and Articles of Association of the Company to be adopted
effective immediately prior to the IPO, written resolutions of its directors
dated 31 January 2011 and 16 February 2011 (the "Resolutions"), a Certificate of
Good Standing issued by the Registrar of Companies in relation to the Company on
16 February 2011 (the “Certificate Date”) and such other documents and made such
enquiries as to questions of law as we have deemed necessary in order to render
the opinion set forth below.
We have
assumed (a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies (whether or not certified) examined by
us and the authenticity and completeness of the originals from which such copies
were taken; (b) the accuracy and completeness of all factual representations
made in the Registration Statement, the Prospectus and other documents reviewed
by us; (c) that the Resolutions were passed at one or more duly convened,
constituted and quorate meetings or by unanimous written resolutions, remain in
full force and effect and have not been rescinded or amended; and (d) that 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.
We have
made no investigation of and express no opinion in relation to the laws of any
jurisdiction other than the Cayman Islands. This opinion is to be
governed by and construed in accordance with the laws of the Cayman Islands and
is limited to and is given on the basis of the current law and practice in the
Cayman Islands. This opinion is issued solely for the purpose of the
filing of the Registration Statement and the offering of the Units by the
Company.
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On the
basis of and subject to the foregoing, we are of the opinion that:
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1.
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As
at the Certificate Date, the Company is duly incorporated and existing
under the laws of the Cayman Islands in good standing (meaning solely that
it has not failed to make any filing with any Cayman Islands government
authority or to pay any Cayman Islands government fee which would make it
liable to be struck off by the Registrar of Companies and thereby cease to
exist under the laws of the Cayman
Islands).
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2.
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The
issue of the Initial Ordinary Shares has been duly authorised and, when
the Initial Ordinary Shares have been issued, delivered and paid for in
the manner described in the Prospectus and Registration Statement, the
Initial Ordinary Shares will be validly issued, fully paid and
non-assessable (meaning that no further sums are payable to the Company
with respect to the holding of such Initial Ordinary
Shares).
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3.
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The
issue of the Ordinary Shares to be issued on exercise of the Warrants
issued by way of public offering or included in the Units, the Subunits
and the Underwriter’s UPO (the “Additional Ordinary Shares”) has been duly
authorised and, when the Additional Ordinary Shares have been issued,
delivered and paid for in the manner described in the Prospectus and
Registration Statement and pursuant to the terms of the Certificates, the
Additional Ordinary Shares will be validly issued, fully paid and
non-assessable (meaning that no further sums are payable to the Company
with respect to the holding of such Additional Ordinary
Shares).
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We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to our firm under the captions "Description of
Securities" and "Legal
Matters" in the prospectus forming a part of the Registration
Statement. In giving this consent, we do not hereby admit that we are
experts within the meaning of Section 11 of the Securities Act or that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission promulgated
thereunder.
Yours
faithfully,
Conyers
Dill & Pearman
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