Board of Directors
Bonso Electronics International Inc.
May 26, 2000
Page 1
SCHLUETER & ASSOCIATES, P.C.
1050 Seventeenth Street, Suite 1700
Denver, Colorado 80265
(303) 292-3883
Facsimile (303) 296-8880
May 26, 2000
Board of Directors
Bonso Electronics International Inc.
Flat A-D, 8th Floor
Universal Industrial Centre
23-25 Shan Mei Street
Fo Tan, Shatin, N.T., Hong Kong
Gentlemen:
We have served as your counsel in connection with the preparation and
filing with the United States Securities and Exchange Commission of a
Registration Statement on Form F-3 and amendment thereto on Form F-2, of Bonso
Electronics International Inc. (the "Company"). The Registration Statement
covers an offering of 2,174,403 common stock purchase warrants (the "Dividend
Warrants") to be issued as a dividend to all record holders at the close of
trading on January 19, 2000 of your prior warrants, which expired on January 31,
2000, and to all persons who exercised the prior warrants during the period
commencing on November 22, 1999 and ending at the close of business on January
19, 2000. The Registration Statement also covers 1,087,201 shares of the
Company's $0.003 par value common stock (the "Common Stock") issuable upon the
exercise of the Dividend Warrants, and the resale of 250,000 shares of Common
Stock issuable upon exercise of certain outstanding warrants and 350,000
outstanding shares to be sold by an existing shareholder (the "Selling
Securityholder"). Each two Dividend Warrants may be exercised to purchase one
share of Common Stock at $17.50 per share.
In connection with this opinion, we have made such investigations and
examined such records, including the Company's Memorandum and Articles of
Association, as amended, and corporate minutes, as we deemed necessary to the
performance of our services and to give this opinion. We have also examined and
are familiar with the originals or copies, certified or otherwise identified to
our satisfaction, of such other documents, corporate records and other
instruments as we have deemed necessary for the preparation of this opinion. In
expressing this opinion we have relied, as to any questions of fact upon which
our opinion is predicated, upon representations and certificates of the officers
of the Company. We are not qualified to practice law in any jurisdiction other
than the State of Colorado, and with respect to those matters involving the laws
of the British Virgin Islands, China and Hong Kong we have relied exclusively on
the opinions of local counsel in those jurisdictions. In rendering this opinion,
we have relied with respect to matters involving the laws of the British Virgin
Islands on the opinion of Harney, Westwood & Riegels, British Virgin Islands
counsel for the Company; with respect to matters involving the laws of Hong
Kong, we have relied on the opinion of Wong & Fok, Solicitors, Hong Kong counsel
for the Company; and with respect to matters involving the laws of China upon
Shenzhen Jinyuan Law Firm, Solicitors for the People's Republic of China, dated
July 26, 1999.
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Board of Directors
Bonso Electronics International Inc.
May 26, 2000
Page 2
In giving this opinion we have assumed:
(a) the genuineness of all signatures and the authenticity and
completeness of all documents submitted to us as originals;
(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.
Based upon the foregoing and subject to the qualifications set forth above,
we are of the opinion that:
1. The Company is a validly existing corporation in good standing as a
limited liability International Business Company under the laws of the British
Virgin Islands, with full corporate power and authority to own and operate its
properties and to carry on its business as it is now being conducted.
2. The Company's authorized capital consists of 23,333,334 shares of $0.003
par value Common Stock. As of May 19, 2000, the Company had issued and
outstanding 5,512,610 shares of Common Stock, $0.003 par value. All of the
issued and outstanding shares of Common Stock were validly issued, fully paid
and non-assessable.
3. All necessary corporate proceedings of the Company have been duly taken
to authorize the filing of the Registration Statement and the proposed public
offering of the securities noted above in accordance with the terms of that
Registration Statement.
4. The Dividend 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 Dividend Warrants have
been duly and validly authorized and reserved for issuance upon such exercise,
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. 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 reserved for issuance upon such exercise, and such shares will,
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Board of Directors
Bonso Electronics International Inc.
May 26, 2000
Page 3
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. The 350,000
shares of Common Stock to be sold by a Selling Securityholder are duly and
validly authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Prospectus included as
part of the Registration Statement in connection with the matters referred to
under the caption "Legal Matters."
Sincerely,
/s/ SCHLUETER & ASSOCIATES, P.C.
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SCHLUETER & ASSOCIATES, P.C.
