Common use of Effective Date Opinion of Cayman Islands Counsel Clause in Contracts

Effective Date Opinion of Cayman Islands Counsel. On the Effective Date, the Underwriters shall have received the favorable opinion of M&C, Cayman Islands counsel to the Company, dated the Effective Date, addressed to the Underwriters and in form and substance satisfactory to the Representative to the effect that: (i) No Cayman Islands law, rule, statute, government order or mandate or regulation required to be described in the Prospectus is not described as required and insofar as the disclosures in the Registration Statement and Prospectus purport to summarize matters of Cayman Islands law, rules, statutes and regulations, such disclosures constitute accurate summaries thereof in all material respects. (ii) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and represen-tatives of the Underwriters at which the contents of the Registra-tion Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Pro-spectus, no facts have come to the attention of such counsel which should lead them to believe that either the Registration Statement or the Prospectus or any amendment or supplement thereto, as of the date of such opinion, solely with respect to matters of Cayman Islands law, rule, statutes and regulations, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circum-stances under which they were made, not misleading.

Effective Date Opinion of Cayman Islands Counsel. On the Effective Date, the Underwriters shall have received the favorable opinion of M&CXxxxxx and Xxxxxx, Cayman Islands counsel to the Company, dated the Effective Date, addressed to the Underwriters and in form and substance satisfactory to the Representative to the effect that: (i) No Cayman Islands law, rule, statute, government order or mandate or regulation required to be described in the Prospectus is not described as required and insofar as the disclosures in the Registration Statement and Prospectus purport to summarize matters of Cayman Islands law, rules, statutes and regulations, such disclosures constitute accurate summaries thereof in all material respects. (ii) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and represen-tatives representatives of the Underwriters at which the contents of the Registra-tion Registration Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Pro-spectusProspectus, no facts have come to the attention of such counsel which should lead them to believe that either the Registration Statement or the Prospectus or any amendment or supplement thereto, as of the date of such opinion, solely with respect to matters of Cayman Islands law, rulerules, statutes and regulations, regulations contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circum-stances circumstances under which they were made, not misleading.

Effective Date Opinion of Cayman Islands Counsel. On the Effective Date, the Underwriters shall have received the favorable opinion of M&C, Cayman Islands counsel to the Company, dated the Effective Date, addressed to the Underwriters and in form and substance satisfactory to the Representative to the effect that: (i) No Cayman Islands law, rule, statute, government order or mandate or regulation required to be described in the Prospectus is not described as required and insofar as the disclosures in the Registration Statement and Prospectus purport to summarize matters of Cayman Islands law, rules, statutes and regulations, such disclosures constitute accurate summaries thereof in all material respects. (ii) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and represen-tatives representatives of the Underwriters at which the contents of the Registra-tion Registration Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Pro-spectusProspectus, no facts have come to the attention of such counsel which should lead them to believe that either the Registration Statement or the Prospectus or any amendment or supplement thereto, as of the date of such opinion, solely with respect to matters of Cayman Islands law, rule, statutes and regulations, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circum-stances circumstances under which they were made, not misleading.

Effective Date Opinion of Cayman Islands Counsel. On the Effective Date, the Underwriters shall have received the favorable opinion of M&CCxxxxxx, Cayman Islands counsel to the Company, dated the Effective Date, addressed to the Underwriters and in form and substance satisfactory to the Representative to the effect that: (i) No Cayman Islands law, rule, statute, government order or mandate or regulation required to be described in the Prospectus is not described as required and insofar as the disclosures in the Registration Statement and Prospectus purport to summarize matters of Cayman Islands law, rules, statutes and regulations, such disclosures constitute accurate summaries thereof in all material respects. (ii) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and represen-tatives of the Underwriters at which the contents of the Registra-tion Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Pro-spectus, no facts have come to the attention of such counsel which should lead them to believe that either the Registration Statement or the Prospectus or any amendment or supplement thereto, as of the date of such opinion, solely with respect to matters of Cayman Islands law, rulerules, statutes and regulations, regulations contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circum-stances under which they were made, not misleading.

Effective Date Opinion of Cayman Islands Counsel. On the Effective Date, the Underwriters shall have received the favorable opinion of M&CXxxxxx and Calder, Cayman Islands counsel to the Company, dated the Effective Date, addressed to the Underwriters and in form and substance satisfactory to the Representative to the effect that: (i) The Company has been duly organized and is validly existing as a limited life exempted company and is in good standing under the laws of the Cayman Islands. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof are not subject to personal liability merely by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Memorandum and Articles of Association of the Company. The authorized and, to such counsel’s knowledge, based solely on a review of the Company’s stock ledger, outstanding capital stock of the Company is as set forth in the Prospectus. (iii) This Agreement, the Warrant Agreement, the Representative’s Purchase Option, the Administrative Services Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreements and the Registration Rights Agreement have each been duly and validly authorized, executed and delivered by the Company and will not, with or without the giving of notice of lapse of time or both, result in any violation of the provisions of the Memorandum and Articles of Association of the Company. (iv) No Cayman Islands law, rule, statute, government order or mandate or regulation required to be described in the Prospectus is not described as required and insofar as the disclosures in the Registration Statement and Prospectus purport to summarize matters of Cayman Islands law, rules, statutes and regulations, such disclosures constitute accurate summaries thereof in all material respects. (iiv) Counsel has participated in conferences with officers and other representatives representative of the Company, representatives representative of the independent public accountants for the Company and represen-tatives representative of the Underwriters at which the contents of the Registra-tion Registration Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Pro-spectusProspectus, no facts have come to the attention of such counsel which should lead them to believe that either the Registration Statement or the Prospectus or any amendment or supplement thereto, as of the date of such opinion, solely with respect to matters of Cayman Islands law, rulerules, statutes and regulations, regulations contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circum-stances circumstances under which they were made, not misleading.

Effective Date Opinion of Cayman Islands Counsel. On the Effective Date, the Underwriters shall have received the favorable opinion of M&CCxxxxxx, Cayman Islands counsel to the Company, dated the Effective Date, addressed to the Underwriters and in form and substance satisfactory to the Representative to the effect that: (i) No Cayman Islands law, rule, statute, government order or mandate or regulation required to be described in the Prospectus is not described as required and insofar as the disclosures in the Registration Statement and Prospectus purport to summarize matters of Cayman Islands law, rules, statutes and regulations, such disclosures constitute accurate summaries thereof in all material respects. (ii) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and represen-tatives representatives of the Underwriters at which the contents of the Registra-tion Registration Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Pro-spectusProspectus, no facts have come to the attention of such counsel which should lead them to believe that either the Registration Statement or the Prospectus or any amendment or supplement thereto, as of the date of such opinion, solely with respect to matters of Cayman Islands law, rulerules, statutes and regulations, regulations contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circum-stances circumstances under which they were made, not misleading.