Exhibit 5.1
13 March 2024 | Our Ref: JT/MK/A6231-S16328 |
ASLAN Pharmaceuticals Limited
Walkers Corporate Limited
190 Elgin Avenue
George Town
Grand Cayman KY1-9008
Cayman Islands
Dear Sirs
ASLAN Pharmaceuticals Limited
We have acted as Cayman Islands legal advisers to ASLAN Pharmaceuticals Limited (the “Company”) in connection with the issuance of 125,000,000 of the Company's ordinary shares of US$0.01 par value each (the " Offered Shares") with the Depositary (as defined in Schedule 1) against the issuance by the Depositary of 5,000,000 American Depositary Shares (the "Offered ADSs") to those certain purchasers identified in the Securities Purchase Agreement (as defined in Schedule 1) and related transactions pursuant to the Documents (as also defined in Schedule 1).
The Offered ADSs will be issued pursuant to the Company’s registration statement on Form F-3 (File No. 333-270835) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus contained therein, and the prospectus supplement dated 12 March 2024, forming a part of such prospectus (the “Prospectus Supplement”) filed with the Commission pursuant to Rule 424(b) under the Securities Act. We are furnishing this opinion as exhibit 5.1 to the Company’s Report on Form 6-K filed with the Commission on 13 March 2024 (the “Current Report”).
For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1.
In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.
We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. Except as explicitly stated herein, we express no opinion in relation to any representation or warranty contained in any of the documents cited in this opinion nor upon matters of fact or the commercial terms of the transactions the subject of this opinion.
14361108.2.A6231.S16328
Walkers (Singapore) Limited Liability Partnership
UEN/Reg. No. T09LL0833E
3 Church Street, 16-02 Samsung Hub, Singapore 049483
T +65 6595 4670 F +65 6595 4671 www.walkersglobal.com
Bermuda | British Virgin Islands | Cayman Islands | Dubai | Dublin | Guernsey | Hong Kong | Jersey | London | Singapore
Walkers | Page 2 |
We have also assumed that (i) prior to the issuance of any Offered ADSs under the Securities Purchase Agreement, the price, number of Offered ADSs, and certain other terms of issuance with respect to any specific letter of transmittal delivered under the Securities Purchase Agreement (a “Letter of Transmittal”) will be authorized and approved by the Company’s board of directors or a duly authorized committee thereof in accordance with the laws of the Cayman Islands (the “Corporate Proceedings”) and (ii) upon the issuance of any Offered ADSs, the total number of Ordinary Shares issued and outstanding will not exceed the total number of Ordinary Shares that the Company is then authorized to issue under its Amended and Restated Memorandum and Articles of Association.
Based upon the examinations and assumptions stated herein and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.
We hereby consent to the use of this opinion in, and the filing hereof, as an exhibit to the Current Report and to the reference to our firm under the headings "Enforcement of Civil Liabilities", "Legal Matters" and elsewhere in the Prospectus Supplement. 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 Commission thereunder.
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.
This opinion shall be construed in accordance with the laws of the Cayman Islands.
Yours faithfully
Walkers (Singapore) Limited Liability Partnership
14361108.2.A6231.S16328
Walkers | Page 3 |
SCHEDULE 1
LIST OF DOCUMENTS EXAMINED
(collectively, the "Resolutions").
14361108.2.A6231.S16328
Walkers | Page 4 |
SCHEDULE 2
ASSUMPTIONS
14361108.2.A6231.S16328
Walkers | Page 5 |
SCHEDULE 3
QUALIFICATIONS
14361108.2.A6231.S16328