Exhibit 5.2
Simpson Thacher & Bartlett | ||||
ICBCTOWER, 35THFLOOR 3GARDENROAD HONGKONG | ||||
TELEPHONE: +852-2514-7600 FACSIMILE: +852-2869-7694 | ||||
Direct Dial Number (852) 2514-7620 | E-mail Address ygao@stblaw.com |
May 3, 2021
Canaan Inc.
1-2/F, QianFang Science Building C
Building No. 27, Zhongguancun Software Park (Phase I)
No. 8 Dongbeiwang West Road
Haidian District, Beijing, 100193
People’s Republic of China
Ladies and Gentlemen:
We have acted as counsel to Canaan Inc., an exempted company with limited liability under the law of the Cayman Islands (the “Company”) in connection with the Registration Statement on Form F-3 (File No. 333-255470) (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended, relating to the issuance of warrants (the “Warrants”) to purchase 4,722,223 American Depositary Shares (the “ADSs”), each representing 15 Class A ordinary shares, par value US$0.00000005 per Share, of the Company (“Shares”), issued pursuant to the Securities Purchase Agreement between the Company and the purchasers named therein and the Placement Agency Agreement between the Company and the placement agents named therein (collectively, the “Warrant Agreements”).
DANIEL FERTIG | ADAM C. FURBER | YI GAO | ADAM S. GOLDBERG | MAKIKO HARUNARI | IAN C. HO | JONATHAN HWANG | ANTHONY D. KING | CELIA C.L. LAM | JIN HYUK PARK | KATHRYN KING SUDOL | CHRISTOPHER K.S. WONG |
RESIDENT PARTNERS
SIMPSON THACHER & BARTLETT, HONG KONG IS AN AFFILIATE OF SIMPSON THACHER & BARTLETT LLP WITH OFFICES IN: | ||||||||||||||||||||
NEW YORK | BEIJING | HOUSTON | LONDON | LOS ANGELES | PALO ALTO | SÃO PAULO | TOKYO | WASHINGTON, D.C. |
Simpson Thacher & Bartlett | ||||
May 3, 2021 | - 2 - |
We have examined the Registration Statement; the Warrant Agreements dated April 29, 2021; and the form of Warrant, which has been filed as Exhibit 4.5 to the report on Form 6-K of the Company filed with the Commission in connection with the offer and sale of the Warrants by the Company pursuant to the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We also have assumed that, at the time of execution, authentication, issuance and delivery of any of the Warrants, the Warrant Agreements will be the valid and legally binding obligation of each party thereto other than the Company.
In rendering the opinions set forth below, we have assumed further that (1) the Company is validly existing and in good standing under the law of the jurisdiction in which it is organized and has duly authorized, executed, issued and delivered the Warrant Agreements and the Warrants, as applicable, in accordance with its organizational documents and the law of the jurisdiction in which it is organized, (2) the execution, issuance, delivery and performance by the Company of the Warrant Agreements and the Warrants, as applicable, do not constitute a breach or violation of its organizational documents or violate the law of the jurisdiction in which it is organized or any other jurisdiction (except that no such assumption is made with respect to the law of the State of New York) and (3) the execution, issuance, delivery and performance by the Company of the Warrant Agreements and the Warrants as applicable, do not constitute a breach or default under any agreement or instrument which is binding upon the Company.
Simpson Thacher & Bartlett | ||||
May 3, 2021 | - 3 - |
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that upon payment and delivery in accordance with the provisions of the Warrant Agreements, such Warrants will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing and (iv) to the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights.
In connection with the provisions of the Warrant Agreements whereby the parties submit to the jurisdiction of the courts of the United States of America for the Southern District of New York, we note the limitations of 28 U.S.C. Sections 1331 and 1332 on subject matter jurisdiction of the federal courts. In connection with the provisions of the Warrant Agreements that relate to forum selection (including, without limitation, any waiver of any objection to venue or any objection that a court is an inconvenient forum), we note that under N.Y.C.P.L.R. Section 510 a New York State court may have discretion to transfer the place of trial, and under 28 U.S.C. Section 1404(a) a United States District Court has discretion to transfer an action from one U.S. federal court to another.
Simpson Thacher & Bartlett | ||||
May 3, 2021 | - 4 - |
Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the law of the Cayman Islands, we have relied, without any independent investigation, upon the opinions of Maples and Calder (Hong Kong) LLP dated the date hereof and our opinions are subject to the qualifications, assumptions, limitations and exceptions set forth therein.
We do not express any opinion herein concerning any law other than the law of the State of New York and the federal law of the United States.
We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.
Very truly yours, |
/s/ SIMPSON THACHER & BARTLETT LLP |
SIMPSON THACHER & BARTLETT LLP |