Common use of Company Counsel Opinions Clause in Contracts

Company Counsel Opinions. On the Closing Date, the Representative shall have received (i) the favorable opinion of FxxxxxXxxxxxx, LLP, U.S. counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of Sxxxxxxxx, Xxxx & Co., Hong Kong counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iv) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Cayman Islands law and the laws of the British Virgin Islands pertaining to the Company and its Subsidiaries, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters shall rely on the opinions of (i) the Company’s Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx Xxxxxxx, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and due authorization, execution and delivery of the Agreement and (ii) the Company’s Hong Kong counsel, Guangdong Wxxxxx Law Firm with regard to Chinese law Sxxxxxxxx, Xxxx & Co, filed as Exhibit 8.1 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received: (i) the favorable opinion of FxxxxxXxxxxxx, Xxxxxx Xxxxxxxxxx LLP, U.S. counsel to the Company, includingaddressed to the Underwriters, without limitation, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Law Xxxxxxx Xxxxxx law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of Sxxxxxxxx, Xxxx & Co., Hong Kong counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iviii) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Xxxxxxx (Cayman) LLP, Cayman Islands law and the laws of the British Virgin Islands pertaining counsel to the Company and its SubsidiariesCompany, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx XxxxxxxMourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, incorporation and validity of the Offered Securities and due authorization, execution and delivery of the Agreement Underlying Shares and (ii) the Company’s Hong Kong PRC counsel, Guangdong Wxxxxx Law Firm with regard to Chinese Jiangsu Junjin law Sxxxxxxxx, Xxxx & CoFirm, filed as Exhibit 8.1 to the Registration StatementStatement as well as the opinions delivered on the Closing Date pursuant to this Section.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received: (i) the favorable opinion of FxxxxxXxxxxxx, Xxxxxx Xxxxxxxxxx LLP, U.S. counsel to the Company, includingaddressed to the Underwriters, without limitation, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Law Xxxxxxx Xxxxxx law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of Sxxxxxxxx, Xxxx & Co., Hong Kong counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iviii) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Xxxxxxx (Cayman) LLP, Cayman Islands law and the laws of the British Virgin Islands pertaining counsel to the Company and its SubsidiariesCompany, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx XxxxxxxMourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, incorporation and validity of the Offered Securities and due authorization, execution and delivery of the Agreement Underlying Shares and (ii) the Company’s Hong Kong PRC counsel, Guangdong Wxxxxx Jiangsu Junjin Law Firm with regard to Chinese law Sxxxxxxxx, Xxxx & CoFirm, filed as Exhibit 8.1 to the Registration StatementStatement as well as the opinions delivered on the Closing Date pursuant to this Section.

Company Counsel Opinions. On the Closing Date, the Representative shall have received: (i) the favorable opinion of FxxxxxXxxxxxx, Xxxxxxxx & Xxxx LLP, the U.S. counsel to the Company, includingaddressed to the Underwriters, without limitation, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Law FirmXxxxxx Xxxx, PRC British Virgin Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of SxxxxxxxxXxx Xxx Law Offices LLP, Xxxx & Co., the Hong Kong counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iv) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Cayman Islands law Underwriters and the laws of the British Virgin Islands pertaining to the Company and its Subsidiariesa negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel and British Virgin Islands BVI counsel, Txxxxxx Txxxx XxxxxxxForbes Hare, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, incorporation and validity of the Offered Securities and due authorizationSecurities, execution and delivery of the Agreement and (ii) the Company’s Hong Kong British Virgin Islands counsel, Guangdong Wxxxxx Law Firm with regard to Chinese law Sxxxxxxxx, Xxxx & CoForbes Hare, filed as Exhibit 8.1 to the Registration Statement, (iii) the Company’s Hong Kong counsel, Han Kun Law Offices LLP, filed as Exhibit 99.6 to the Registration Statement, and (iii) the Company’s People’s Republic of China (“PRC”) counsel, Xxx Xxx Law Offices, filed as Exhibit 99.7 to the Registration Statement, as well as the opinions delivered on the Closing Date pursuant to this Section.

Company Counsel Opinions. On the Closing Date and the Option Closing Date, if any, the Representative shall have received: (i) the favorable opinion of FxxxxxXxxxxxxKxxxxxx & Cxxxxxx, LLPP.C., U.S. counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Representative on behalf of the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Law FirmJxxxxxxx & Gongcheng, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion Representative on behalf of Sxxxxxxxx, Xxxx & Co., Hong Kong counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iviii) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Oxxxx (Cayman) LLP, Cayman Islands law and the laws of the British Virgin Islands pertaining counsel to the Company and its SubsidiariesCompany, addressed to the Representative on behalf of the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters shall rely on the opinions of (i) the Company’s Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx XxxxxxxOgier (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and due authorization, execution and delivery of the Agreement and (ii) the CompanyUnderwriter’s Hong Kong PRC counsel, Guangdong Wxxxxx Law Firm with regard to Chinese law Sxxxxxxxx, Xxxx Jingtian & CoGongcheng, filed as Exhibit 8.1 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and the Option Closing Date, if any, the Representative shall have received: (i) the favorable opinion of FxxxxxXxxxxxx, Xxxxxx Xxxxxxxxxx LLP, U.S. counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx PacGate Law FirmGroup, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of Sxxxxxxxx, Xxxx & Co., Hong Kong counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iviii) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Xxxxx (Cayman) LLP, Cayman Islands law and the laws of the British Virgin Islands pertaining counsel to the Company and its SubsidiariesCompany, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters shall rely on the opinions of (i) the Company’s Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx XxxxxxxOgier (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and due authorization, execution and delivery of the Agreement and (ii) the Company’s Hong Kong PRC counsel, Guangdong Wxxxxx PacGate Law Firm with regard to Chinese law Sxxxxxxxx, Xxxx & CoGroup, filed as Exhibit 8.1 to the Registration Statement.

Company Counsel Opinions. On the Closing Date, the Representative shall have received: (i) the favorable opinion of FxxxxxXxxxxxx, Xxxxxx Xxxxxxxxxx LLP, U.S. securities counsel to the Company, including, without limitation, a negative assurance letterdated as of such date, addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Xxxxxxx Xxxxxx Law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of Sxxxxxxxx[●], Xxxx & Co., Hong Kong Japanese counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iv) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to [●], Cayman Islands law and the laws of the British Virgin Islands pertaining counsel to the Company and its Subsidiaries, addressed to the UnderwritersCompany, in form and substance reasonably satisfactory to the Representative. The Underwriters shall rely on the opinions of (i) the Company’s Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx XxxxxxxMourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities Securities, and due authorization, execution and delivery of the Agreement and (ii) the Company’s Hong Kong PRC counsel, Guangdong Wxxxxx Jiangsu Junjin Law Firm with regard to Chinese law Sxxxxxxxx, Xxxx & CoFirm, filed as Exhibit 8.1 to the Registration Statement.

Company Counsel Opinions. On the Closing Date, the Representative shall have received: (i) the favorable opinion of FxxxxxXxxxxxx, Xxxxxx Xxxxxxxxxx LLP, U.S. securities counsel to the Company, includingdated as of such date, without limitationaddressed to the Representative, including a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Xxxxxxx Xxxxxx Law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of SxxxxxxxxXxxxxxxx International Law Office, Xxxx & Co., Hong Kong Japanese counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iv) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Xxxxxxx (Cayman) LLP, Cayman Islands law and the laws of the British Virgin Islands pertaining counsel to the Company and its Subsidiaries, addressed to the UnderwritersCompany, in form and substance reasonably satisfactory to the Representative. The Underwriters shall rely on the opinions of (i) the Company’s Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx XxxxxxxMourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities Securities, and due authorization, execution and delivery of the Agreement and (ii) the Company’s Hong Kong PRC counsel, Guangdong Wxxxxx Jiangsu Junjin Law Firm with regard to Chinese law Sxxxxxxxx, Xxxx & CoFirm, filed as Exhibit 8.1 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received (i) the favorable opinion of FxxxxxXxxxxxx, Xxxxxx Xxxxxxxxxx LLP, U.S. counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Law FirmXxxxxxxxx, PRC Xxxx & Co., Hong Kong counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of SxxxxxxxxXxxxx, Xxxx & Co., Hong Kong BVI counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iv) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Xxxxx, Cayman Islands law and the laws of the British Virgin Islands pertaining counsel to the Company and its SubsidiariesCompany, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters shall rely on the opinions of (i) the Company’s Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx XxxxxxxXxxxx, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and due authorization, execution and delivery of the Agreement and (ii) the Company’s Hong Kong counsel, Guangdong Wxxxxx Law Firm with regard to Chinese law SxxxxxxxxXxxxxxxxx, Xxxx & CoCo., filed as Exhibit 8.1 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received: (i) the favorable opinion of FxxxxxXxxxxxx, Ortoli Rosenstadt LLP, U.S. counsel to the Company, includingaddressed to the Underwriters, without limitation, in form and substance reasonably satisfactory to the Underwriters and a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Law Jiangsu Junjin law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of Sxxxxxxxx, Xxxx & Co., Hong Kong counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iviii) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Mourant Ozannes (Cayman) LLP, Cayman Islands law and the laws of the British Virgin Islands pertaining counsel to the Company and its SubsidiariesCompany, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters and their counsel shall rely on the opinions of (i) the Company’s Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx XxxxxxxMourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, incorporation and validity of the Offered Securities and due authorization, execution and delivery of the Agreement Underlying Shares and (ii) the Company’s Hong Kong PRC counsel, Guangdong Wxxxxx Law Firm with regard to Chinese Jiangsu Junjin law Sxxxxxxxx, Xxxx & CoFirm, filed as Exhibit 8.1 to the Registration StatementStatement as well as the opinions delivered on the Closing Date pursuant to this Section.

Company Counsel Opinions. On the Closing Date and the Option Closing Date, if any, the Representative shall have received: (i) the favorable opinion of FxxxxxXxxxxxxKxxxxxx & Cxxxxxx, LLPP.C., U.S. counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Representative on behalf of the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Law FirmJxxxxxxx & Gongcheng, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion Representative on behalf of Sxxxxxxxx, Xxxx & Co., Hong Kong counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iviii) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Oxxxx (Cayman) LLP, Cayman Islands law and the laws of the British Virgin Islands pertaining counsel to the Company and its SubsidiariesCompany, addressed to the Representative on behalf of the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters shall rely on the opinions of (i) the Company’s Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx XxxxxxxOgier (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and due authorization, execution and delivery of the Agreement and (ii) the Company’s Hong Kong PRC counsel, Guangdong Wxxxxx Law Firm with regard to Chinese law Sxxxxxxxx, Xxxx Jingtian & CoGongcheng, filed as Exhibit 8.1 to the Registration Statement.

Company Counsel Opinions. On the Closing Date, the Representative shall have received (i) the favorable opinion of FxxxxxXxxxxxx, LLP, U.S. counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of Sxxxxxxxx, Xxxx & Co., Hong Kong counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iv) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Xxxxxxx, Cayman Islands law and the laws of the British Virgin Islands pertaining counsel to the Company and its SubsidiariesCompany, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters shall rely on the opinions of (i) the Company’s Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx Xxxxxxx, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and due authorization, execution and delivery of the Agreement and (ii) the Company’s Hong Kong counsel, Guangdong Wxxxxx Law Firm with regard to Chinese law Sxxxxxxxx, Xxxx & Co, filed as Exhibit 8.1 to the Registration Statement.

Company Counsel Opinions. On the Closing Date, the Representative shall have received: (i) the favorable opinion of FxxxxxXxxxxxx, Xxxxxx Xxxxxxxxxx LLP, U.S. securities counsel to the Company, includingdated as of such date, without limitationaddressed to the Representative, including a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Xxxxxxx Xxxxxx Law Firm, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of Sxxxxxxxx[●], Xxxx & Co., Hong Kong Japanese counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iv) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Xxxxxxx (Cayman) LLP, Cayman Islands law and the laws of the British Virgin Islands pertaining counsel to the Company and its Subsidiaries, addressed to the UnderwritersCompany, in form and substance reasonably satisfactory to the Representative. The Underwriters shall rely on the opinions of (i) the Company’s Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx XxxxxxxMourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities Securities, and due authorization, execution and delivery of the Agreement and (ii) the Company’s Hong Kong PRC counsel, Guangdong Wxxxxx Jiangsu Junjin Law Firm with regard to Chinese law Sxxxxxxxx, Xxxx & CoFirm, filed as Exhibit 8.1 to the Registration Statement.

Company Counsel Opinions. On the Closing Date, the Representative shall have received (i) the favorable opinion of FxxxxxXxxxxxxFisherBroyles, LLP, U.S. counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Axxxxxxxx Law FirmOffices, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of Sxxxxxxxx, Xxxx & Co., Hong Kong counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iv) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Xxxxxxx, Cayman Islands law and the laws of the British Virgin Islands pertaining counsel to the Company and its SubsidiariesCompany, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. The Underwriters shall rely on the opinions of (i) the Company’s Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx Xxxxxxx, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and due authorization, execution and delivery of the Agreement and (ii) the Company’s Hong Kong PRC counsel, Guangdong Wxxxxx Axxxxxxxx Law Firm with regard to Chinese law Sxxxxxxxx, Xxxx & CoOffices, filed as Exhibit 8.1 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received (i) the favorable opinion of FxxxxxXxxxxxx, LLP, U.S. Xxxxxxxxxx PLLC securities counsel to the Company, including, without limitation, a negative assurance letterdated as of such date, addressed to the UnderwritersRepresentative, including negative assurances, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Law FirmXxxxxxx Xxxx & Xxxxxxx, PRC special Cayman Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of Sxxxxxxxx, Xxxx Xxxxx Xxx Xxx & Co.Xxxx, Hong Kong counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; Representative and (iv) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Cayman Islands law and the laws of the British Virgin Islands pertaining Xxx Xxx Law Firm, PRC counsel to the Company and its Subsidiaries, addressed to the Underwritersfor certain legal matters, in form and substance reasonably satisfactory to the Representative. The Underwriters Representative shall rely on the opinions of (i) the Company’s special Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx Xxxxxxx Xxxx & Xxxxxxx, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, incorporation and validity of the Offered Securities and due authorizationSecurities, execution and delivery of (ii) the Agreement Company’s PRC counsel, Xxx Xxx Law Firm, filed as Exhibit 99.3 to the Registration Statement, and (iiiii) the Company’s Hong Kong counsel, Guangdong Wxxxxx Law Firm with regard to Chinese law Sxxxxxxxx, Xxxx Xxxxx Xxx Xxx & CoXxxx, filed as Exhibit 8.1 99.2 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, if any, the Representative shall have received: (i) the favorable opinion of FxxxxxXxxxxxx, Xxxxxx Xxxxxxxxxx LLP, U.S. securities counsel to the Company, including, without limitation, a negative assurance letterdated as of such date, addressed to the UnderwritersRepresentative, including negative assurances, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Law FirmXxxxxxx Xxxxxxx (Cayman) LLP, PRC special Cayman Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of Sxxxxxxxx, Xxxx & Co., Hong Kong counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iviii) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Cayman Islands law and the laws of the British Virgin Islands pertaining Xxxxxx Law Firm, PRC counsel to the Company and its Subsidiaries, addressed to the Underwritersfor certain legal matters, in form and substance reasonably satisfactory to the Representative. The Underwriters Representative shall rely on the opinions of (i) the Company’s special Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx XxxxxxxMourant Ozannes (Cayman) LLP, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, incorporation and validity of the Offered Securities and due authorizationSecurities, execution and delivery of the Agreement and (ii) the Company’s Hong Kong PRC counsel, Guangdong Wxxxxx Jiangsu Junjin Law Firm with regard to Chinese law Sxxxxxxxx, Xxxx & CoFirm, filed as Exhibit 8.1 99.1 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, if any, the Representative and the underwriters shall have received: (i) the favorable opinion of FxxxxxXxxxxxx, Lxxx & Loeb LLP, U.S. securities counsel to the Company, including, without limitation, a negative assurance letterdated as of such date, addressed to the UnderwritersRepresentative and the underwriters, including negative assurances, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Law FirmOxxxx, PRC special Cayman Islands counsel to the Company, dated as of such date, addressed to the UnderwritersRepresentative and the underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of SxxxxxxxxL&L-Leaven, Xxxx & Co.Attorneys-at-Law, Hong Kong PRC counsel to the CompanyCompany dated as of such date, addressed to the UnderwritersRepresentative and the underwriters, for certain legal matters, in form and substance reasonably satisfactory to the Representative; and (iv) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Cayman Islands law Lxx and the laws of the British Virgin Islands pertaining Lx, Attorneys-at-Law, Taiwan counsel to the Company and its SubsidiariesCompany, dated as of such date, addressed to the UnderwritersRepresentative and the underwriters, for certain legal matters, in form and substance reasonably satisfactory to the Representative. The Underwriters Representative shall rely on the opinions of (i) the Company’s special Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx XxxxxxxOxxxx, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, incorporation and validity of the Offered Securities and due authorizationSecurities, execution and delivery of the Agreement and (ii) the Company’s Hong Kong PRC counsel, Guangdong Wxxxxx Law Firm with regard to Chinese law SxxxxxxxxL&L-Leaven, Xxxx & CoAttorneys-at-Law, filed as Exhibit 8.1 99.1 to the Registration Statement.

Company Counsel Opinions. On the Closing Date and/or the Option Closing Date, the Representative shall have received (i) the favorable opinion of FxxxxxXxxxxxx, Xxxx & Loeb LLP, U.S. counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Guangdong Wxxxxx Law FirmXxxxxxx, PRC counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of Sxxxxxxxx, Xxxx & Co., Hong Kong Cayman Islands counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative; and (iviii) the favorable opinion of Txxxxxx Txxxx Xxxxxxx as to Cayman Islands law and the laws of the British Virgin Islands pertaining CFN Lawyers, Hong Kong counsel to the Company and its SubsidiariesCompany, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative. ; (iv) the favorable opinion of Xxxxxxxx LLP, UK counsel to the Company, addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative The Underwriters shall rely on the opinions of (i) the Company’s Cayman Islands counsel and British Virgin Islands counsel, Txxxxxx Txxxx Xxxxxxx, filed as Exhibit 5.1 to the Registration Statement, as to the due incorporation, validity of the Offered Securities and due authorization, execution and delivery of the Agreement and (ii) the Company’s Hong Kong counsel, Guangdong Wxxxxx Law Firm with regard to Chinese law Sxxxxxxxx, Xxxx & CoCFN Lawyers, filed as Exhibit 8.1 8.2 to the Registration Statement.