Exhibit 5.1

 

 

 

 

 CONYERS DILL & PEARMAN
 
29th Floor
One Exchange Square
8 Connaught Place
Central
Hong Kong
T +852 2524 7106 | F +852 2845 9268
 
conyers.com

 

9 June 2025

 

Matter No.: 1007131

Doc Ref: FW#110878903

(852) 2842 9521

Flora.Wong@conyers.com

 

Globavend Holdings Limited

Room 13 18th Floor Tsuen Wan Industrial Centre

220-248 Texaco Road New Territories

Hong Kong

 

Dear Sir/Madam,

 

Re:Globavend Holdings Limited (the “Company”)

 

We have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on form F-1 to be filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) for an offering by the Company (the “Offering”) comprised of (i) up to 16,176,471 ordinary units (“Ordinary Units”) whereby each Ordinary Unit consists of one ordinary share, par value US$0.001 per share of the Company (the “Ordinary Share”), one Series A warrant to purchase one Ordinary Share (each a “Series A Warrant”, and, collectively, the “Series A Warrants”), and one Series B warrant to purchase one Ordinary Share (each a “Series B Warrant”, and, collectively, the “Series B Warrants”); and (ii) up to 16,176,471 pre-funded units (“Pre-Funded Units” and collectively with the Ordinary Units, the “Units”), each consisting of one pre-funded warrant to purchase one Ordinary Share (each a “Pre-Funded Warrant,” and, collectively, the “Pre-Funded Warrants”) (the Pre-Funded Warrants, Series A Warrants and Series B Warrants collectively, the “Warrants”), one Series A Warrant and one Series B Warrant in lieu of the Ordinary Units where purchase of the Ordinary Units in the Offering would result in the relevant purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the outstanding Ordinary Shares immediately following the consummation of the Offering, if they so choose.

 

1.DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined and relied upon copies of the following documents:

 

1.1a copy of the Registration Statement; and

 

1.2a draft of the preliminary prospectus (the “Prospectus”) contained in the Registration Statement which is in substantially final form.

 

 

Partners: Piers J. Alexander, Crystal C. Au-Yeung, Christopher W. H. Bickley, Peter H. Y. Ch’ng, Anna W. T. Chong, Angie Y. Y. Chu, Vivien C. S. Fung, Richard J. Hall, Norman Hau, Wynne Lau, Ryan A. McConvey, Teresa F. Tsai, Flora K. Y. Wong, Lilian S. C. Woo

 

Consultant: David M. Lamb

 

BERMUDA | BRITISH VIRGIN ISLANDS | CAYMAN ISLANDS

 

 

 

 

We have also reviewed copies of:

 

1.3the second amended and restated memorandum of association and articles of association of the Company adopted by the Company on 28 April 2025 which became effective on 30 April 2025 (the “Current M&A”);

 

1.4the written resolutions of the directors of the Company dated 22 May 2025 (the “Resolutions”);

 

1.5a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 12 May 2025 (the “Certificate Date”);

 

1.6a latest draft of the series A ordinary share purchase warrant in respect of the Series A Warrants to be executed by the Company;

 

1.7a latest draft of the series B ordinary share purchase warrant in respect of the Series B Warrants to be executed by the Company;

 

1.8a latest draft of the pre-funded ordinary share purchase warrant in respect of the Pre-Funded Warrants to be executed by the Company (together with the documents referred to in items 1.6 and 1.7 above, the “Warrant Agreements”); and

 

1.9such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

2ASSUMPTIONS

 

We have assumed:

 

2.1the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

 

2.2that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

 

2.3the accuracy and completeness of all factual representations made in the Registration Statement, the Prospectus and other documents reviewed by us;

 

2.4that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, will remain in full force and effect and will not be rescinded or amended;

 

2.5that the Current M&As are in full force and effect and will not be amended in any manner that would affect the opinions expressed herein;

 

2.6that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein;

 

2.7that upon the issue of any Ordinary Shares (whether pursuant to the Warrants or otherwise), the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof;

 

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2.8the due execution and delivery of each Warrant Agreement by each of the parties thereto and the legality, validity and binding effect under the laws of the State of New York (the “FOREIGN LAWS”) of the Warrants and the Warrant Agreements in accordance with their respective terms;

 

2.9no share(s) of the Company will be issued pursuant to the Warrants upon or following commencement of winding up of the Company;

 

2.10the capacity, power and authority of all parties other than the Company to enter into and perform their obligations under any and all documents entered into by such parties in connection with the issuance of the Ordinary Shares, and the due execution and delivery thereof by each party thereto;

 

2.11the validity and binding effect under the laws of the United States of America of the Registration Statement and the Prospectus and that the Registration Statement will be duly filed with or declared effective by the Commission;

 

2.12the Company has or will have sufficient authorised but unissued Ordinary Shares to facilitate the issue of Ordinary Shares as contemplated by the Resolutions, the Registration Statement, the Prospectus and upon an exercise of the Warrants in accordance with the terms of the Warrant Agreements;

 

2.13that on the date of allotment and issuance of any Ordinary Shares, the Company is and after any such allotment and issuance, will be able to pay its debts;

 

2.14that the Prospectus, when published, will be in substantially the same form as that examined by us for purposes of this opinion.

 

3QUALIFICATIONS

 

3.1We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands.

 

3.2The obligations of the Company under the Units and the Warrants:

 

(a)will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, consolidation, moratorium, bribery, corruption, money laundering, terrorist financing, proliferation financing or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions;

 

(b)will be subject to statutory limitation of the time within which proceedings may be brought;

 

(c)will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available;

 

(d)may not be given effect to by a Cayman Islands court, whether or not it was applying the Foreign Laws, if and to the extent they constitute the payment of an amount which is in the nature of a penalty; and

 

(e)may not be given effect by a Cayman Islands court to the extent that they are to be performed in a jurisdiction outside the Cayman Islands and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the exclusive or non-exclusive jurisdiction of specific courts, a Cayman Islands court has inherent discretion to stay or allow proceedings in the Cayman Islands against the Company under the documents constituting the Units and the Warrants if there are other proceedings in respect of thereof simultaneously underway against the Company in another jurisdiction.

 

3.3This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands.

  

4OPINION

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

4.1The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (the “Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the company is in default under the Act.

 

4.2When issued and paid for as contemplated by the Resolutions, the Registration Statement, the Prospectus and the Warrant Agreements (in the case of Ordinary Shares to be allotted and issued upon an exercise of the Warrants) and registered in the register of members of the Company, the Ordinary Shares (including such Ordinary Shares to be allotted and issued upon an exercise of the Warrants in accordance with the terms of the Warrants Agreements and underlying the Ordinary Units) will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

 

4.3Upon the due issuance of the Warrants and payment of the consideration therefor in accordance with the terms of the Warrants Agreements, the Resolutions, the Prospectus and the Registration Statement, the Warrants will be validly issued and constitute valid and binding obligations of the Company in accordance with the terms thereof.

 

4.4The statements under the caption “Material Income Tax Consideration - Cayman Islands Taxation” in the Prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

  

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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Enforceability of Civil Liabilities” and “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully, 
  
/s/ Conyers Dill & Pearman 
Conyers Dill & Pearman 

 

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