[Letterhead of Harney Westwood & Riegels]
26 May 2000
Bonso Electronics International Inc.
Flat A-D, 8th Floor
Universal Industrial Centre
23 - 25 Shan Mei Street, Fo Tan
Shatin, New Territories
Hong Kong
Schlueter & Associates, P.C.
1050 Seventeenth Street, Suite 1700
Denver, Colorado 80265
Dear Sirs
Bonso Electronics International Inc.
We have acted as British Virgin Islands counsel for Bonso Electronics
International Inc., a British Virgin Islands corporation (the "Company"), in
connection with the registration under the United States Securities Act of 1933
of 2,174,403 Common Stock Purchase Warrants, 1,087,201 Common Shares issuable on
exercise of the Warrants and 250,000 shares of common stock which may be issued
upon exercise of outstanding warrants and 350,000 outstanding Common Shares
offered by selling shareholders (the "Selling Shareholders") (together the
"Securities"). All capitalized terms used herein which are not defined herein
shall have the meanings ascribed thereto in the Registration Statement.
1. For the purpose of this opinion we have reviewed the following documents:
(a) the Registration Statement originally filed with the United States
Securities and Exchange Commission on Form F-3 and subsequently
amended on Form F-2 that have been provided to us (collectively the
"Registration Statement") by the Company for the purpose of
registering the Securities;
(b) (i) the Memorandum & Articles of Association and Certificate of
Incorporation of the Company;
(ii) resolutions of directors of the Company dated 5 January 2000 and
8 March 2000 authorising the issue of the Warrants and, pursuant
thereto, the Common Shares; and
(iii) registered agent's certificate dated 17 March 2000 issued by HWR
Services Ltd, the registered agent of the Company in the British
Virgin Islands.
We have also made such other enquiries and reviewed such matters of law and
examined the originals, certified or otherwise identified to our
satisfaction, of such other documents, records, agreements and certificates
as we have considered relevant for the purposes of giving the opinion
expressed below.
2. In giving this opinion we have assumed the following:
(a) the genuineness of all signatures and the authenticity and
completeness of all documents submitted to us as originals;
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(b) the conformity to originals and the authenticity of all documents
supplied to us as certified, photocopied, conformed or facsimile
copies and the authenticity and completeness of the originals of any
such documents; and
(c) the proper, genuine and due execution and delivery of all documents by
all parties to them and that there has been no breach of the terms
thereof.
3. Based on the foregoing and subject to the qualifications set forth in
paragraph 4 below, we are of the following opinions:
(a) The Company has been duly organized and is validly existing and in
good standing as a limited liability International Business Company
under the laws of the British Virgin Islands. Bonso has full power and
authority (corporate and otherwise) to conduct its business as
described in the Registration Statement.
(b) The Company's authorized capital consists of 23,333,334 Common Shares,
$0.003 par value. Prior to the sale of the Securities, the Company's
issued and outstanding shares consisted of 5,512,610 Common Shares
which are held of record as indicated in the Registration Statement.
All of such issued shares have been duly authorized and validly issued
and are fully paid and non-assessable and are not subject to
pre-emptive rights of any shareholders of the Company. There are no
securities laws in the British Virgin Islands to which the issue of
the shares are subject.
(c) The 2,174,403 Common Stock Purchase Warrants will be, when issued as
specified in the Registration Statement, legally issued, and will
constitute legal, valid and binding obligations of the Company.
Further, the 1,087,201 shares of $0.003 par value Common Stock to be
issued upon the exercise of the Common Stock Purchase Warrants have
been duly and validly authorized, and such shares will, upon the
purchase, receipt of full payment, issuance and delivery thereof in
accordance with the terms of the offering described in the
Registration Statement, be duly and validly authorized, legally
issued, fully paid and non-assessable, are not subject to pre-emptive
rights of any shareholder of the Company and conform to the
description thereof in the Registration Statement. The 250,000 shares
of $0.003 par value Common Stock to be issued upon the exercise of
certain warrants have been duly and validly authorized, and such
shares will, upon the purchase, receipt of full payment, issuance and
delivery thereof in accordance with the terms described in the
Registration Statement, be duly and validly authorized, legally
issued, fully paid and non-assessable, are not subject to pre-emptive
rights of any shareholder of the Company and conform to the
description thereof in the Registration Statement.. The 350,000 Common
Shares to be sold by a Selling Shareholder are duly and validly
authorized, legally issued, fully paid and non-assessable, and will
not be subject to pre-emptive rights of any shareholder of the Company
and conform to the description thereof in the Registration Statement.
(d) Upon purchase of the Securities, any underwriter or other purchaser
thereof will, to the best of our knowledge, receive good, valid and
marketable title to the Securities, free and clear of all liens,
encumbrances, claims, security interests, restrictions on transfer,
stockholders' agreements, voting trusts and other defects of title
whatsoever.
(e) To the best of our knowledge, there are no outstanding options,
warrants, calls, rights or other commitments relating to the share
capital of the Company other than as disclosed in the Registration
Statement.
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(f) To the best of our knowledge, all of the Common Shares of Bonso
Electronics Limited, a company incorporated under the laws of Hong
Kong ("Bonso HK"), owned by Bonso HK are owned beneficially by the
Company and are subject to no mortgage, pledge, lien, encumbrance,
charge or adverse claim.
(g) The conduct of the business of the Company as described in the
Registration Statement, does not and will not conflict with or result
in a breach of any of the terms or provisions of, or constitute a
default under, the Company's Memorandum and Articles of Association or
of any indenture, mortgage, agreement, instrument, order, writ,
judgment or decree known to us to which the Company is a party or by
which any of its properties are bound, nor violate any existing law,
rule, regulation, judgment or decree or any governmental body or court
of the British Virgin Islands having jurisdiction over the Company or
any of its properties.
(h) No British Virgin Islands governmental approvals, authorisations or
other actions are required in connection with the issue of the
Securities and the conduct of the business of the Company as described
in the Registration Statement.
(i) The descriptions in the Registration Statement of applicable British
Virgin Islands law are accurate and fairly present such law.
(j) We have no reason to believe that the Registration Statement (except
that we do not express an opinion as to the financial statements or
other financial data included therein) contains any untrue statement
of a material fact required to be stated therein or omits any material
fact necessary to make the statements therein not misleading.
4. This legal opinion is confined to and given on the basis of the laws of the
British Virgin Islands at the date hereof and is currently applied by the
courts of the British Virgin Islands. We have not investigated and we do
not express or imply nor are we qualified to express or imply any opinion
in the laws of any other jurisdiction.
5. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statement with respect to our firm under
the headings "Risk Factors -- Certain Legal Consequences of Foreign
Incorporations and Operations" and "Legal Matters" included in the
Registration Statement.
Yours faithfully
/s/ HARNEY WESTWOOD & RIEGELS
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HARNEY WESTWOOD & RIEGELS
