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EXHIBIT 5.1
[Linklaters' Letterhead]
Direct line (852) 2842 4821/2842 4150 30 October 2000
e-mail
Our ref CCLL/KHY
Your ref
China Mobile (Hong Kong) Limited
60th Floor, The Center
99 Queen's Road Central
Hong Kong
Dear Sirs
CHINA MOBILE (HONG KONG) LIMITED (THE COMPANY)
1 We have acted as Hong Kong legal advisers to the Company in connection
with the offering of shares (including shares issuable upon exercise of
certain proposed over-allotment option), of par value HK$0.10 each (the
"SHARES") in the capital of the Company (the "OFFERING") under the United
States Securities Act of 1933, as amended (the "SECURITIES ACT") as
described in the draft prospectus (the "PROSPECTUS") contained in the
Company's registration statement on Form F-3, (the "REGISTRATION
STATEMENT") filed with the United States Securities and Exchange
Commission (the "SECURITIES AND EXCHANGE COMMISSION") on 4 October 2000,
as amended to date.
2 We have examined originals or copies, certified or otherwise identified to
our satisfaction, of:
(a) certificate of incorporation of the Company;
(b) minutes of a meeting of the directors of the Company held on
4 October 2000 approving, among other matters, the issue of the Shares
and the Offering (the "BOARD MINUTES");
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(c) the Memorandum and Articles of Association of the Company; and
(d) such corporate records, certificates and other documents as we have
considered necessary or appropriate for the purposes of this opinion.
3 We have also examined the results of searches undertaken by us on the
Company:
(a) on 30 October 2000, of the cause book kept at the High Court of
Hong Kong Special Administrative Region ("Hong Kong" or "HKSAR")
against the Company (which revealed no petition for the winding-up of
the Company or for the appointment of a receiver of the Company):
(b) on 30 October 2000, at the Official Receiver's Office of the
Registrar General's Department in Hong Kong; and
(c) on 30 October 2000, at the public files maintained at the Registrar
of Companies in Hong Kong.
4 We have assumed:
(a) the genuineness of all signatures on, and the authenticity and
completeness of, all documents submitted to us whether as originals
or copies;
(b) the conformity to original documents of all copy documents examined
by us;
(c) there have been no amendments to the Memorandum and Articles of
Association of the Company since the date of our search referred to
in paragraph 3(c) above;
(d) the completeness and accuracy in all respects of the information
disclosed in the search results relating to the Company referred to in
paragraphs 3(a), 3(b) and 3(c) of this letter and that the
information entered or contained in or on the relevant registers
and/or cause book has not, since the date as of which such search
results were obtained, been materially altered or added to and that
such searches did not fail to disclose any information which has been
delivered for filing but which did not appear on the public file and
was not disclosed at the time of the relevant search; and
(e) the directors of the Company were the directors of the Company and
had not been removed, resigned or otherwise vacated their respective
offices as directors at the time of adoption of the Board Minutes and
any provisions contained in the Companies Ordinance (Chapter 32 of
the Laws of Hong Kong) or the Articles of Association of the Company
relating to the declaration of directors' interests or the power of
interested directors to vote were duly observed and that the
resolutions set out in the Board Minutes have not been amended or
rescinded and are in full force and effect.
5 Based on and subject to the foregoing and to the qualifications and
reservations set out below, we are of the following opinion:
(a) the Company has been duly incorporated and is validly existing as a
company limited by shares under the laws of Hong Kong; and
(b) subject to the underwriting agreements to be entered into by the
underwriters of the Offering and the Company becoming unconditional
in all respects and not terminated in accordance with the provisions
thereof, when the new Shares referred to therein have been issued,
delivered and paid for in the manner described in and pursuant to the
terms of the Prospectus and assuming that the board of directors of
the Company or a duly authorised committee thereof validly passes
resolution(s) for the issue and
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allotment of the new Shares, the new Shares will be validly issued,
fully paid and non-assessable (meaning that no further sums are
payable to the Company with respect to the holding of such shares).
6 We express no opinion on any law other than the laws of Hong Kong. This
opinion is governed by and construed in accordance with the laws of
Hong Kong and is limited to and is given on the basis of the current law
and practice in Hong Kong. Without prejudice to the generality of the
preceding sentences, we are not admitted to practise law in any State of
the United States or in the People's Republic of China or the British
Virgin Islands and accordingly, this letter is not intended to constitute,
nor should it be construed as, advice regarding the securities laws or any
other laws of the Unites States or any State thereof or of the People's
Republic of China or of the British Virgin Islands and we express no
opinion as to the jurisdiction of any court of the United States or any
State thereof or of the People's Republic of China or of the British
Virgin Islands.
7 This letter is addressed to the Company solely for its benefit. It may not
be transmitted to or relied upon by anyone else or for any other purpose
or quoted or referred to in any other document or filed with anyone and
neither its contents nor its existence may be disclosed without our prior
written consent.
8 We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to us under the heading "Legal Matters" in
the Prospectus. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under
section 7 of the Securities Act, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Yours faithfully
/s/ Linklaters
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Linklaters
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