Attached files
| file | filename |
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| EX-99.1 - EX-99.1 PRESS RELEASE - ICHOR HOLDINGS, LTD. | ichr-ex991_6.htm |
| EX-1.1 - EX-1.1 UNDERWRITING AGREEMENT - ICHOR HOLDINGS, LTD. | ichr-ex11_8.htm |
| 8-K - 8-K - ICHOR HOLDINGS, LTD. | ichr-8k_20201209.htm |
Exhibit 5.1
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Ichor Holdings, Ltd. |
14 December 2020
Ichor Holdings, Ltd.
We have acted as counsel as to Cayman Islands law to Ichor Holdings, Ltd. (the "Company") in connection with the Company's registration statement on Form S-3, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the "Commission") under the United States Securities Act of 1933 (the "Act"), as amended (File No. 333-240294) and the Preliminary Prospectus Supplement thereto dated 9 December 2020 (together, the "Registration Statement"), related to the offering and sale of up to 4,600,000 shares to be issued and sold by the Company. Such offering is being underwritten pursuant to an underwriting agreement (the "Underwriting Agreement") among the Company and the underwriters named therein.
This opinion letter is given in accordance with the terms of the Legal Matters section of the Registration Statement.
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Documents Reviewed |
We have reviewed originals, copies, drafts or conformed copies of the following documents:
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1.1 |
The certificate of incorporation dated 30 January 2012 and the memorandum and articles of association of the Company as registered or adopted on 9 December 2016 (the "Memorandum and Articles"). |
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The minutes of the meeting of the board of directors of the Company held on 3 September 2020 (the "Minutes") and the resolutions of the Pricing Committee of the board of directors of the Company dated 9 December 2020 (the "Resolutions") and the corporate records of the Company maintained at its registered office in the Cayman Islands. |
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1.3 |
A certificate of good standing with respect to the Company issued by the Registrar of Companies (the "Certificate of Good Standing"). |
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1.4 |
A certificate from a director of the Company a copy of which is attached to this opinion letter (the "Director's Certificate"). |
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1.5 |
The Registration Statement. |
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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 Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
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2.1 |
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. |
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2.2 |
All signatures, initials and seals are genuine. |
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2.3 |
There is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from entering into and performing its obligations under the Underwriting Agreement or and the Registration Statement. |
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2.4 |
There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. |
Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.
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Opinions |
Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
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3.1 |
The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing under the laws of the Cayman Islands. |
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3.2 |
The issue of the Shares to be issued by the Company as contemplated by the Registration Statement has been authorised, and when issued and paid for in the manner described in the Underwriting Agreement and the Registration Statement and in accordance with the resolutions adopted by the board of directors of the Company, such Shares will be legally 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) of the Company. |
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3.3 |
The authorised share capital of the Company is US$22,000 divided into 200,000,000 Ordinary Shares of a par value of US$0.0001 each and 20,000,000 Preferred Shares of a par value of US$0.0001 each. |
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3.4 |
The statements made in the Registration Statement under the heading "Risk Factors – You may face difficulties in protecting your interests as a shareholder, as Cayman Islands law provides substantially less protection when compared to the laws of the United States", "Description of Share Capital", "Enforceability of Civil Liabilities", "Material Differences in Corporate Law" and |
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"Material Tax Considerations – Material Cayman Islands Tax Consequences" are correct in so far as such statements are summaries of or relate to Cayman Islands law. |
Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands, but if this were to occur in respect of the Company's Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.
Except as specifically stated herein, 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.
In this opinion, the phrase "non-assessable" means, with respect to the Shares in the Company, 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).
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Legal Matters" in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
This opinion is addressed to you and may be relied upon by you, your counsel and purchasers of Shares pursuant to the Registration Statement. This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully,
/s/ Maples and Calder
Maples and Calder
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Ichor Holdings, Ltd.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
14 December 2020
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To: |
Maples and Calder |
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PO Box 309, Ugland House |
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Grand Cayman |
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KY1-1104 |
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Cayman Islands |
Dear Sirs
Ichor Holdings, Ltd. (the "Company")
I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:
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The Memorandum and Articles remain in full force and effect and are unamended. |
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The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges of the Company. |
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The Minutes are a true and correct record of the proceedings of the Meeting, which was duly convened and held, and at which a quorum was present throughout, in each case, in the manner prescribed in the Memorandum and Articles. |
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The Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect. |
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The shareholders of the Company (the "Shareholders") have not restricted the powers of the directors of the Company in any way. |
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The member of the pricing committee of the board of directors of the Company as at the date of the Resolutions and at the date of this certificate were and are as follows: Laura Black, John Kispert and Iain MacKenzie. |
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The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you 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) of the Company |
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(duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed by written resolution or consent, as the case may be. |
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Prior to, at the time of, and immediately following the approval of the transactions the subject of the Registration Statement the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter, into the transactions the subject of the Registration Statement for proper value and not with an intention to defraud or wilfully defeat an obligation owed to any creditor or with a view to giving a creditor a preference. |
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Each director of the Company considers the entry by the Company into the Registration Statement (including the transactions contemplated thereunder) to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion. |
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The Company has received or will receive money or money's worth in consideration for the issue of the Ordinary Shares upon exercise of any of the Securities and none of the Ordinary Shares were or will be issued for less than par value. |
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To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholders taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets. |
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The Company is not subject to the requirements of Part XVIIA of the Companies Act. |
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To the best of my knowledge and belief, having made due inquiry, there are no circumstances or matters of fact existing which may properly form the basis for an application for an order for rectification of the register of members of the Company. |
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The Registration Statement has been, or will be, authorised and duly executed and delivered by or on behalf of all relevant parties in accordance with all relevant laws. |
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No invitation has been made or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Ordinary Shares. |
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The Shares to be issued pursuant to the Registration Statement have been, or will be, duly registered, and will continue to be registered, in the Company's register of members (shareholders). |
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The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state. |
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There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Documents. |
(Signature Page follows)
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I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.
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Signature: |
/s/ Jeffrey Andreson |
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Name: |
Jeffrey Andreson |
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Title: |
Director |
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