EX-5.1 2 ea134968ex5-1_lianluo.htm OPINION OF CONYERS DILL & PEARMAN REGARDING VALIDITY OF THE SHARES BEING REGISTERED HEREUNDER

Exhibit 5.1

11 February 2021

Matter No.: 863400

Doc Ref:106481271

Richard.Hall@conyers.com

Lianluo Smart Limited Room 1003B, 10th Floor BeiKong Technology Building No. 10 Baifuquan Road Changping District, Beijing, 102200 People’s Republic of China |  |

Dear Sirs,

Lianluo Smart Limited (the “Company”)

We have acted as special British Virgin Islands legal counsel to the Company in connection with a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration Statement”), relating to the registration of an aggregate of 440,890,986 Common Shares of par value $0.021848 each of the Company (the “Offer Shares”).

For the purposes of giving this opinion, we have examined a copy of the Registration Statement (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

We have also reviewed (1) the memorandum and articles of association of the Company as obtained from the Registrar of Corporate Affairs on 10 February 2021, (2) resolutions in writing of all of the directors of the Company dated 23 October 2020 (the “Resolutions”) and (3) such 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.

We have assumed (a) the 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, (b) that 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, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous resolutions in writing, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than the British Virgin Islands, which would have any implication in relation to the opinions expressed herein, (f) the validity and binding effect under the laws of the United States of America of the Registration Statement, and that the Registration Statement will be duly filed with the Commission, (g) that upon issue of any Offer Shares by the Company, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; and (h) the Company will be in good standing and will have sufficient authorised but unissued Common Shares of par value $0.021848 each to issue the Offer Shares at the time of issue.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the British Virgin Islands. This opinion is to be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to and is given on the basis of the current law and practice in the British Virgin Islands.

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

| 1. | The Company is duly incorporated and existing under the laws of the British Virgin Islands.

| 2. | When issued and paid for in accordance with the Registration Statement, the Offer Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement with the Commission, which will be incorporated by reference into and deemed part of the Registration Statement and to the references to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or 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 promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman

Conyers Dill & Pearman

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