Exhibit 5.1
FST Corp. c/o Ogier Global (Cayman) Limited 89 Nexus Way, Camana Bay Grand Caymna, KY1-9009 Cayman Islands |
D | +852 3656 6054 / +852 3656 6061 |
| E | nathan.powell@ogier.com / florence.chan@ogier.com | |
| Reference: | FYC/AGC/513817.00002 |
7 July 2025
Dear Sirs
FST Corp. (the Company)
We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the Registration Statement), as filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Act), on or about the date hereof. The Registration Statement relates to:
| (i) | the resale of up to 35,184,834 ordinary shares of a par value of US$0.0001 each in the Company (the Ordinary Shares) by certain shareholders (the Selling Shareholders) of the Company (the Resale Shares); and |
| (ii) | the issuance of up to 14,399,985 Ordinary Shares by the Company upon exercise of the warrants (the Warrants) of the Company to subscribe for Ordinary Shares by certain holders of such warrants (the Warrant Shares, together with the Resale Shares, the Offering Securities). |
We are furnishing this opinion as Exhibit 5.1 and Exhibit 23.2 to the Registration Statement.
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Registration Statement. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
| 1 | Documents examined |
For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents (the Documents):
| (a) | the certificate of incorporation of the Company dated 24 November 2023 issued by the Registrar of Companies of the Cayman Islands (the Registrar); |
Ogier Providing advice on British Virgin
Islands,
Floor 11 Central Tower 28 Queen’s Road Central Central Hong Kong
T +852 3656 6000 F +852 3656 6001 ogier.com |
Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Justin Davis Joanne Collett Dennis Li |
Cecilia Li Rachel Huang** Yuki Yan** Florence Chan*‡ Richard Bennett**‡ James Bergstrom‡
|
* admitted in New Zealand ** admitted in England and Wales ‡ not ordinarily resident in Hong Kong |
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| (b) | the amended and restated memorandum and articles of association of the Company as adopted by special resolutions of the Company passed on 27 December 2024 (the Memorandum and Articles); |
| (c) | a certificate of good standing dated 6 June 2025 (the Good Standing Certificate) issued by the Registrar in respect of the Company; |
| (d) | the register of directors and officers of the Company dated 21 January 2025 (the ROD); |
| (e) | the shareholder list of the Company as provided to us on 11 June 2025 (the ROM, and together with the ROD, the Registers); |
| (f) | a specimen certificate for Ordinary Shares to be issued by the Company as exhibited to the Registration Statement; |
| (g) | a specimen certificate for the Warrants as exhibited to the Registration Statement; |
| (h) | the warrant agreement dated 24 January 2022 by and between Chenghe Acquisition I Co. and Continental Stock Transfer & Trust Company; |
| (i) | the business combination agreement dated 22 December 2023 by and among Chenghe Acquisition I Co., the Company, FST Merger Ltd., and Femco Steel Technology Co., Ltd.; |
| (j) | the assignment, assumption and amendment agreement dated 15 January 2025 by and among Chenghe Acquisition I Co., FST Corp. and Continental Stock Transfer & Trust Company; |
| (k) | a certificate from a director of the Company dated 2 July 2025 (the Director's Certificate); |
| (l) | the written resolutions of the sole director of the Company dated 22 December 2023, 24 December 2024 and 15 January 2025, respectively, approving, among other things, the Company’s issuance of the Offering Securities (the Board Resolutions); and |
| (m) | the Registration Statement. |
(items (f) – (j) shall be collectively referred to as the Transaction Documents)
| 2 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:
| (a) | all original documents examined by us are authentic and complete; |
| (b) | all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete; |
| (c) | all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine; |
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| (d) | each of the Good Standing Certificate, the Registers and the Director's Certificate is up-to-date, accurate and complete as at the date of this opinion; |
| (e) | the Memorandum and Articles provided to us are in full force and effect and have not been amended, varied, supplemented or revoked in any respect; |
| (f) | all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where we have been provided with successive drafts of the Registration Statement marked to show changes from a previous draft, all such changes have been accurately marked; |
| (g) | the Board Resolutions remains in full force and effect and have not been, and will not be, rescinded or amended, and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Company’s issuance of the Offering Securities and the transactions set out in the Board Resolutions and no director has a financial interest in or other relationship to a party of the transactions in connection with the Company’s issuance of the Offering Securities and approved by the Board Resolutions which has not been properly disclosed in the Board Resolutions; |
| (h) | the relevant Transaction Documents have been or will be duly executed and unconditionally delivered by or on behalf of all respective parties thereto in accordance with all relevant laws prior to the issuance of the Offering Securities, and that such execution and delivery and the performance of the obligations therein contained will be within the capacity and powers of, and will be legal, valid, binding and enforceable against, all relevant parties in accordance with their terms under all relevant laws; |
| (i) | neither the directors and shareholders of the Company have taken or will take any steps to wind up the Company or to appoint a liquidator or restructuring officer of the Company, and no receiver has been or will be appointed over any of the Company’s property or assets; |
| (j) | no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any Offering Securities and none of the Offering Securities have been offered or issued to residents of the Cayman Islands; |
| (k) | all necessary corporate action will be taken to authorise or ratify any issuance of the Offering Securities and the terms of the offering or resale of such applicable Offering Securities thereof and any other related matters and that the applicable definitive purchase, underwriting or similar agreement will be duly approved, executed and delivered by or on behalf of the Company and all other parties thereto; |
| (l) | the Company will have sufficient authorised but unissued share capital to effect the issue of any of the Warrant Shares at the time of issuance on the exercise of any Warrants; |
| (m) | the Company has received or will have receive consideration for the full exercise price of the Warrant Shares, which shall be equal to at least the par value thereof; |
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| (n) | the form and terms of the Transaction Documents, the issuance and sale of Warrant Shares by the Company, and the Company’s incurrence and performance of its obligations under the Transaction Documents or in respect of Warrant Shares (including, without limitation, its obligations under any related agreement, indenture or supplement thereto) will not violate the Memorandum and Articles nor any applicable law, regulation, order or decree in the Cayman Islands; |
| (o) | each party (other than the Company) has capacity, power and authority to enter into and perform their obligations under all Transaction Documents entered into by such parties in connection with the issuance of the Offering Securities, and the due execution and delivery thereof by each party thereto; |
| (p) | the Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws(the Relevant Law) (other than, with respect to the Company, the laws of the Cayman Islands); |
| (q) | the choice of the Relevant Law as the governing law of the Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands); |
| (r) | no monies paid to or for the account of any party under the Transaction Documents or in connection with any Offering Securities issuable under the Transaction Documents or any property received or disposed of by any party to the Transaction Documents or in connection with the Offering Securities issuable under the Transaction Documents, or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively); |
| (s) | the Company is, and after the issuance (where applicable) of the Warrant Shares, able to pay its liabilities as they fall due; and |
| (t) | 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. |
| 3 | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:
Corporate status
| (a) | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar under the laws of the Cayman Islands. |
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Authorised Share capital
| (b) | The authorised share capital of the Company is US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each. |
Valid Issuance of Offering Securities
| (c) | The Resale Shares issued by the Company to the Selling Shareholders and being proposed for resale by the Selling Shareholders as contemplated by the Registration Statement have been duly authorised for issuance and were validly issued, fully paid and non-assessable, except that the Resale Shares shall be subject to the restrictions as provided in the relevant Documents. |
| (d) | The Warrant Shares to be issued pursuant to the Warrants have been duly authorised for issuance, and when: |
| (i) | issued by the Company upon due exercise of the Warrants in accordance with the terms thereof, the relevant Transaction Documents, the Registration Statement, the Board Resolutions and the provisions of the memorandum and articles of association of the Company then in effect, and once the exercise price as stated in the Warrants, which shall not be less than the par value per Warrant Share, is paid; and |
| (ii) | such issuance of Warrant Shares has been duly registered in the Company’s register of members as fully paid shares, will be validly issued, fully paid and non-assessable. |
| 4 | Limitations and Qualifications |
| 4.1 | We offer no opinion: |
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement and any other agreements into which the Company may have entered or any other documents; or |
| (c) | as to whether the acceptance, execution or performance of the Company’s obligations under the Registration Statement or the applicable Transaction Documents will result in the breach of or infringe any other agreement, deed or document (other than the Company’s Memorandum and Articles) entered into by or binding on the Company. |
| 4.2 | Under the Companies Act (Revised) (the Companies Act) of the Cayman Islands annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
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| 4.3 | In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act. |
| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
| 6 | Consent |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Enforceability of Civil Liabilities” and “Legal Matters” of the Registration Statement. In giving such consent, we do not thereby admit that we are “experts” within the meaning of such term used in the Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
This opinion may be used only in connection with the resale of Resale Shares and the issuance of Warrant Shares while the Registration Statement is effective.
Yours faithfully
| /s/ Ogier | |
| Ogier |