Exhibit
5.1
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+1 284 852 7309 |
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E michael.killourhy@ogier.com |
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Reference:
MJK/DNM/175949.1 |
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19
February 2020 |
Dear
Sirs
East
Stone Acquisition Corporation (the Company) – S-1 MEF
We
have acted as counsel as to British Virgin Islands law to the Company in connection with the Company’s registration statement
filed with the Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended
(the Securities Act), on Form S-1, such registration statement including all amendments or supplements to such form filed
with the Commission (the Registration Statement), related to: (i) the offering and sale (the Offering) of up to
an additional 2,300,000 units (each a Unit and together the Units), with each Unit consisting of: one ordinary share
of no par value in the Company (each a Share and together the Shares); one redeemable warrant, exercisable on the
later of the completion of an initial business combination by the Company or 12 months from the date of the prospectus in respect
of the Offering, to purchase one half of one Share (each a Warrant and together the Warrants); and one right (each
a Right and together the Rights) to receive one-tenth of a Share at the closing of an initial business combination
by the Company, to the underwriters of the Offering (the Underwriters) for whom I-Bankers Securities, Inc. (the Representative)
is acting as representative; (ii) the sale 17,250 additional Shares to the Representative (the Representative Shares);
(iii) the sale of 115,000 additional Warrants to the Representative (the Representative Warrants); and (iv) all Shares,
Warrants and Rights issued as part of the Units included in the Offering, all Shares underlying those Warrants and Rights comprised
in such Units, all of the Representative Shares and all Shares underlying the Representative Warrants (which together constitute
all of the ordinary shares or rights to acquire the same in the Company being registered pursuant to the Registration Statement).
This opinion is given in accordance with the terms of the legal matters section of the Registration Statement.
In
preparing this opinion, we have reviewed copies of the following documents:
| (a) | the
Registration Statement; |
| (b) | (i) |
| the
constitutional documents and public records of the Company obtained from the Registry
of Corporate Affairs in the British Virgin Islands on 16 January 2020; |
| (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 16 January 2020, (each of the searches in (b)(i)
and (ii) together and including as both updated on 19 February 2020, the Public Records); |
| (c) | a
registered agent’s certificate issued by the Company’s registered agent dated
22 January 2020 (the Registered Agent’s Certificate); |
| (d) | written
resolutions of the sole director of the Company containing resolutions of the sole director
of the Company dated 19 January 2020 ratifying and approving, inter alia, the
Registration Statement (Directors’ Resolutions); and |
| (e) | written
resolutions of the shareholders of the Company containing resolutions of the sole shareholder
of the Company dated 16 January 2020 and 18 February 2020 adopting the Amended and Restated
Memorandum and Articles of Association of the Company (the Shareholders' Resolutions
and together with the Directors' Resolutions, 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 save as expressly referred to above
and our opinion is limited accordingly.
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. |
Based
upon the foregoing, and subject to the qualifications expressed below, we are of the opinion that:
| (a) | The
Company is a company duly incorporated with limited liability under the BVI Business
Companies Act, 2004 and validly existing in good standing under the laws of the British
Virgin Islands. It is a separate legal entity and is subject to suit in its own name. |
| (b) | The
Company has the capacity and power to exercise its rights and perform its obligations
under and as described in the Registration Statement. |
| (c) | The
Shares included in the Units to be offered and sold by the Company as contemplated by
the Registration Statement and the Representative 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 terms in the
underwriting agreement referred to within the Registration Statement and duly registered
in the Company’s register of members, will be validly issued, fully paid and non-assessable. |
| (d) | Any
Shares which are to be issued pursuant to the Warrants (including the Representative
Warrants), in each case when the Warrants are exercisable under the terms of the warrant
agreement referred to within the Registration Statement, have been duly authorised for
issue and, when issued by the Company in accordance with the terms of the warrant agreement
as referred to in the Registration Statement, and duly registered in the Company’s
register of members, will be, subject to payment of the exercise price therefor under
the terms of the Warrants, validly issued, fully paid and non-assessable. |
| (e) | Any
Shares which are to be issued pursuant to the Rights, in each case when the rights are
exchangeable under the terms of the rights agreement as described in the Registration
Statement, have been duly authorised for issue and, when issued by the Company in accordance
with the terms of that same rights agreement, and duly registered in the Company’s
register of members, will be validly issued, fully paid and non-assessable. |
| (f) | The
performance of the Company's obligations under the Registration Statement do not and
will not conflict with or result in any breach of: |
| (i) | the
Amended and Restated Memorandum and Articles of Association of the Company; or |
| (ii) | any
law of the British Virgin Islands applicable to the Company. |
| (g) | There
were no actions pending against the Company based on our search of each of the Civil
Index Book and the Commercial Book maintained by the British Virgin Islands High Court
Registry. |
| (h) | On
the basis of our searches conducted at the Registry of Corporate Affairs and the Court
Searches, no currently valid order or resolution for the winding-up of the Company and
no current notice of appointment of a receiver in the British Virgin Islands over the
Company, or any of its assets, appears on the records maintained in respect of the Company.
It is a requirement under section 118 of the Insolvency Act 2003 that notice of appointment
of a receiver be registered with the Registry of Corporate Affairs, however, it should
be noted that failure to file a notice of appointment of a receiver does not invalidate
the receivership but gives rise to penalties on the part of the receiver. |
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 |
| (c) | as
to the commerciality of the transactions envisaged in the Registration Statement or,
save as expressly stated in this opinion, whether the Registration Statement and the
transaction envisaged therein achieve the commercial, tax, legal, regulatory or other
aims of the parties to the Registration Statement. |
| 5 | Governing
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
4
