EX-5.1 4 ea021183309ex5-1_pinnacle.htm OPINION OF CONYERS DILL & PEARMAN LLP REGARDING THE VALIDITY OF THE CLASS A COMMON SHARES BEING REGISTERED

Exhibit 5.1

 

    CONYERS DILL & PEARMAN LLP
     
    SIX, 2nd Floor, Cricket Square
    PO Box 2681, Grand Cayman KY1-1111
  Cayman Islands
T +1 345 945 3901
conyers.com

 

March 18, 2025

 

+1 345 814 7786

cora.miller@conyers.com

 

Pinnacle Food Group Limited

Cricket Square

Hutchins Drive

PO Box 2681

Grand Cayman KY1-1111

Cayman Islands

 

Dear Sirs,

 

Re: Pinnacle Food Group Limited (the “Company”)

 

We have acted as special legal counsel as to Cayman Islands law to the Company in connection with the Company's Registration Statement on Form F-1, including all amendments or supplements thereto, initially filed with the United States Securities and Exchange Commission (the "SEC") on 23 August 2024 under the United States Securities Act of 1933, as amended (the "Securities Act") (including its exhibits, the "Registration Statement") and the prospectus contained therein (the “Prospectus”) in connection with the initial public offering of up to 1,552,500 Class A Common Shares of a par value of US$0.00005 per share (each a “Class A Common Share”) (including 202,500 Class A Common Shares if the Underwriters’ (as defined below) over-allotment option is exercised in full), pursuant to an underwriting agreement (the "Underwriting Agreement") between the Company and Craft Capital Management LLC (the “Underwriter”).

 

1.DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined copies of:

 

1.1the Registration Statement;

 

1.2the Prospectus;

 

1

 

 

1.3the form of Underwriting Agreement, pursuant to which the Company has agreed to issue warrants to purchase up to 93,150 Class A Common Shares (including 12,150 Class A Common Shares if the Underwriters’ over-allotment option is exercised in full), each warrant exerciseable to purchase one Class A Common Share at a per-share price of 125% of the price that the Class A Common Shares are offered pursuant to the initial public offering subject to adjustment in accordance with the Underwriting Agreement and the Warrant Document (defined below) (“Representative Warrants”);

 

1.4the form of Representative Warrants (the “Warrant Document”);

 

1.5the certificate of incorporation dated 16 November 2023 and the amended and restated memorandum and articles of association of the Company dated 28 November 2024 (the “Constitutional Documents”);

 

1.6the unanimous written resolutions of the directors of the Company dated March 18, 2025 (collectively, the “Resolutions”);

 

1.7a Certificate of Good Standing dated March 18, 2025 (the “Certificate of Good Standing”) issued by the Registrar of Companies in the Cayman Islands in relation to the Company; and

 

1.8such 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.

 

The documents listed in items 1.1 to 1.4 above are collectively referred to as the “Transaction Documents” (which terms do not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

 

2.ASSUMPTIONS

 

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;

 

2.2the accuracy and completeness of all factual representations made in the Transaction Documents and the other documents reviewed by us;

 

2.3that 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;

 

2.4that the resolutions contained in the Resolutions were passed by unanimous written resolutions of the directors of the Company, remain in full force and effect and have not been and will not be rescinded or amended;

 

2.5the 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 SEC;

 

2

 

 

2.6that the Prospectus, when published, will be in substantially the same form as that examined by us for purposes of this opinion;

 

2.7the legality, validity and binding effect under the laws of the State of New York (the "Foreign Laws") of the Transaction Documents in accordance with their respective terms;

 

2.8the validity and binding effect under the Foreign Laws of the submission by the Company to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan (collectively, the "Foreign Courts"), as applicable, pursuant to the Transaction Documents;

 

2.9the capacity, power and authority of each of the parties to the Underwriting Agreement and the Warrant Document, other than the Company, to enter into and perform their respective obligations under the Underwriting Agreement and the Warrant Document;

 

2.10the due execution and delivery of the Underwriting Agreement and the Warrant Document by each of the parties thereto, other than the Company, and the physical delivery thereof by the Company with an intention to be bound thereby;

 

2.11that each of the documents reviewed by us are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands);

 

2.12that 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;

 

2.13that none of the parties to the Underwriting Agreement has carried on or will carry on activities, other than the performance of its respective obligations under the Underwriting Agreement, which would constitute the carrying on of investment business in or from within the Cayman Islands and that none of the parties to the Underwriting Agreement, other than the Company, will perform its obligations under the Underwriting Agreement in or from within the Cayman Islands;

 

2.14there are no records of the Company, agreements, documents or arrangements other than the documents expressly referred to herein as having been examined by us which materially affect, amend or vary the transactions envisaged in the documents or restrict the powers and authority of the directors of the Company in any way or which would affect any opinion given herein;

 

2.15that there is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the documents reviewed by us;

 

2.16that at the time of entering into the Underwriting Agreement and issuing and transferring the Class A Common Shares and Representative Warrants, and after entering into the Underwriting Agreement and issuing and transferring the Class A Common Shares and Representative Warrants and at all other material times, the Company is and will be solvent and will be able to pay its liabilities as they become due;

 

3

 

 

2.17that upon issue of any Class A Common Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof;

 

2.18that the Class A Common Shares shall be duly registered in the Company’s register of members;

 

2.19that the Company will have sufficient authorised share capital to effect the issue of any Class A Common Shares at the time of issuance;

 

2.20that the Company will issue the Class A Common Shares in furtherance of its objects as set out in its Constitutional Documents

 

2.21that the Constitutional Documents will not be amended in any manner that would affect the opinions set forth herein;

 

2.22no 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 shares of the Company;

 

2.23the offering of the Class A Common Shares and the transactions contemplated thereunder complies with the requirements of the applicable rules of the Nasdaq Capital Market and at the time of the issue or transfer of any Class A Common Shares, the Class A Common Shares will be listed on the Nasdaq Capital Market.

 

3.QUALIFICATIONS

 

3.1When used herein, the term "non-assessable" means that no further sums are required to be paid by the holder of Class A Common Shares in connection with the issue thereof.

 

3.2The term “enforceable” as used in this opinion letter means that an obligation is of a type which the courts of the Cayman Islands enforce. It does not mean that those obligations will be enforced in all circumstances in accordance with the terms of those documents. In particular, the obligations of the Company under the documents:

 

(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 if there are other proceedings simultaneously underway against the Company in another jurisdiction.

 

4

 

 

3.3We express no opinion as to the enforceability of any provision of the Underwriting Agreement which provides for the payment of a specified rate of interest on the amount of a judgment after the date of judgment or which purports to fetter the statutory powers of the Company. We express no view as to the commercial terms of the Underwriting Agreement or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the Company.

 

3.4The opinions in this opinion letter are strictly limited to the matters contained in the opinions section below and do not extend to any other matters. We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Underwriting Agreement (other than the Warrant Document) and express no opinion or observation upon the terms of any such documents.

 

3.5Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Class A Common Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

 

3.6We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands.

 

3.7This 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.

 

3.8This opinion is issued solely for the purposes of the filing of the Registration Statement and the registration of the Class A Common Shares by the Company and is not to be relied upon in respect of any other matter.

 

5

 

 

4.OPINIONS

 

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. Pursuant to the Companies Act of the Cayman Islands (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 in accordance with the terms of the offering described in the applicable Transaction Documents and recorded in the register of members of the Company, the Class A Common Shares will be validly issued, fully paid and non-assessable.

 

4.3When issued and paid for in accordance with the terms of the offering described in the applicable Transaction Documents, the Representative Warrants will constitute valid and binding obligations of the Company in accordance with the terms thereof.

 

4.4The statements under the caption “Taxation — 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.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the heading “Legal Matters” and elsewhere in the Prospectus. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or 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 LLP  
   
Conyers Dill & Pearman LLP  

 

 

 

6