Attached files

file filename
EX-23.1 - EXHIBIT 23.1 - Senmiao Technology Ltdtv484475_ex23-1.htm
EX-10.23 - EXHIBIT 10.23 - Senmiao Technology Ltdtv484475_ex10-23.htm
EX-10.22 - EXHIBIT 10.22 - Senmiao Technology Ltdtv484475_ex10-22.htm
EX-5.2 - EXHIBIT 5.2 - Senmiao Technology Ltdtv484475_ex5-2.htm
S-1/A - AMENDMENT NO. 4 TO FORM S-1 - Senmiao Technology Ltdtv484475-s1a.htm

 

Exhibit 5.1

 

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

 

February 12, 2018

 

Senmiao Technology Limited

16F, Shihao Square, Middle Jiannan Blvd. 
High-Tech Zone, Chengdu 
Sichuan, People’s Republic of China 610000 

 

  Re: Registration Statement of Senmiao Technology Limited

 

Ladies and Gentlemen:

 

We have acted as counsel to Senmiao Technology Limited, a Nevada corporation (the “Company”), in connection with the registration by the Company with the United States Securities and Exchange Commission (the “Commission”) of up to 4,111,250 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company, (including 487,500 shares under the Underwriter’s over-allotment option and 373,750 shares issuable upon exercise of warrants issuable to the underwriters) pursuant to a Registration Statement on Form S-1 initially filed by the Company with the Commission on October 30, 2017 (as amended, the “Registration Statement”).

 

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.

 

Based upon the foregoing, we are of the opinion that when the Registration Statement becomes effective under the Securities Act of 1933, as amended (the “Act”) and when the offering is completed as contemplated by the Registration Statement, the shares of Common Stock sold in the offering and issuable upon exercise of Underwriter’s warrants will be validly issued, fully paid and non-assessable.

   

We are opining solely on all applicable statutory provisions of Chapter 78 of Nevada Revised Statutes, including the rules and regulations underlying those provisions, and all applicable judicial and regulatory determinations in connection therewith. Our opinion is based on these laws as in effect on the date hereof and as of the effective date of the Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should the law be changed by legislative action, judicial decision, or otherwise. We express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any other federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

 

We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder. This opinion is given as of the effective date of the Registration Statement, and we are under no duty to update the opinions contained herein.

 

  Very truly yours,  
     
  /s/ Ellenoff Grossman & Schole LLP