私募基金设立法律意见书(中英文翻译)
私募基金管理人法律意见书专项委托合同3篇
私募基金管理人法律意见书专项委托合同3篇篇1甲方（委托人）：___________________乙方（受托人）：___________________律师事务所根据《中华人民共和国合同法》、《中华人民共和国证券投资基金法》及其他相关法律法规的规定，甲乙双方经友好协商，就甲方委托乙方提供私募基金管理人法律意见书一事，达成以下协议：一、委托事项甲方委托乙方就甲方设立私募基金管理人的相关事宜出具法律意见书。
乙方接受甲方委托，对甲方设立私募基金管理人的过程及相关事项进行核查、分析，并据此出具法律意见书。
二、委托法律服务内容1. 核查甲方设立私募基金管理人的主体资格及合法身份；2. 审查私募基金管理人的组织结构、内部控制机制和风险管理机制；3. 对拟设立的私募基金的性质、投资方向、投资策略等进行合规性分析；4. 对基金交易结构及相关交易安排进行法律合规性分析；5. 根据相关法律法规，出具私募基金管理人法律意见书，并对相关法律风险进行分析和提示。
三、双方权利义务（一）甲方权利义务：1. 甲方应提供与委托事项相关的真实、完整资料，并保证所提供资料的真实性、合法性；2. 甲方应按时足额支付法律服务费用；3. 甲方应尊重乙方律师的专业判断，不得要求乙方律师做出不合法或不合理承诺。
（二）乙方权利义务：1. 乙方应按照相关法律法规和本合同约定，履行法律服务义务；2. 乙方应对甲方提供的资料进行审核，发现不符合要求的，应及时通知甲方补充或修改；3. 乙方应按时出具法律意见书，并对法律意见书的真实性和合法性负责；4. 乙方应保守甲方的商业秘密，未经甲方同意，不得泄露与委托事项相关的信息。
四、费用及支付方式1. 法律服务费用：人民币________元（大写：_____________________元整）；2. 支付方式：甲方应于本合同签订后__日内支付法律服务费用的__%，即人民币________元（大写：_____________________元整）；法律服务完成后，甲方应在__日内支付剩余的法律服务费用。
私募基金管理人登记法律意见书
私募基金管理人登记法律意见书尊敬的委托人：首先，感谢您选择我们律师事务所提供法律咨询服务。
您委托我们就私募基金管理人登记一事提供法律意见书如下：私募基金管理人登记是指私募基金管理人按照相关法律法规的规定，在中国证券监督管理委员会（以下简称“证监会”）登记备案的过程。
根据《私募投资基金监督管理暂行办法》第六条第一款规定，私募基金管理人首先需要符合以下条件方可申请登记：1.具备独立法人资格的企业法人；2.注册资本不低于人民币5000万元；3.至少有1名具备不少于3年以上基金管理经验的高级管理人员；4.至少有2名具备不少于3年以上证券、期货、基金、金融、法律、会计等从业经历或者相关从业资格的从业人员；5.拥有本办法规定的其他条件。
在办理登记程序时，私募基金管理人需要提交以下材料：1.《私募基金管理人登记申请表》；2.法定代表人或者主要负责人等关键管理人的履历和证明；3.公司章程；4.组织机构及从业人员情况；5.内部控制制度和风险管理制度；6.合同范本、合同及产品说明书等信息披露文件。
除登记申请材料外，私募基金管理人还应满足以下法律要求：1.合规性要求：私募基金管理人在开展业务过程中，应符合证监会和相关法律法规对于私募基金管理的规定，并遵守投资者适当性管理制度、信息披露要求、风险警示与禁止行为等；2.业务能力要求：私募基金管理人应当具备相关的从业经验和专业能力，能够合理识别和评估投资风险，并制定科学的投资策略，确保私募基金的运作安全和效益。
3.内部控制要求：私募基金管理人应建立健全内部控制制度和风险管理制度, 并进行有效的监督和风险控制，确保私募基金的安全运作。
根据上述法律规定和要求，我们认为，您作为私募基金管理人，应首先满足相关的资格和条件要求，并按照规定向证监会申请登记备案。
在办理登记过程中，需要准备相应的申请材料，并制定合规性制度和风险管理制度。
另外，在运营过程中，需结合相关法律法规和监管要求，确保合规性和风险控制，并按照要求进行信息披露和适当性管理。
私募基金管理人登记法律意见书(参考)
北京市盈科（南京）律师事务所关于上海***投资管理有限公司在中国证券投资基金业协会办理私募基金管理人登记之法律意见书北京市盈科（南京）律师事务所地址：南京市中山陵四方城1号南京十朝文化园五栋四层电话：025-********传真：025-********邮编：210000目录第一部分声明事项 (1)释义 (3)第二部分法律意见书正文 (4)一、公司本次管理人登记的批准和授权 (4)二、公司的主体资格 (4)三、公司的经营范围 (5)四、公司专业化经营情况 (6)五、公司股权结构 (6)六、公司的控股股东和实际控制人 (9)七、公司的子公司、分支机构及其他关联方 (9)八、公司开展私募基金业务的基本设施和条件 (12)九、公司风险管理和内部控制制度 (12)十、公司基金外包服务协议签订及履行情况 (14)十一、公司高管人员资格及高管岗位设置情况 (14)十二、公司及高级管理人员被处罚、处分、不良记录情况 (16)十三、公司及高级管理人员最近三年诉讼、仲裁情况 (16)十四、公司提交的登记申请材料 (17)十五、其他需要说明的事项 (17)十六、结论意见 (17)北京市盈科（南京）律师事务所关于上海***投资管理有限公司在中国证券投资基金业协会办理私募基金管理人登记之法律意见书（2016）宁盈律非（证）字0015号致：上海***投资管理有限公司北京市盈科（南京）律师事务所（以下简称“本所”）根据与上海***投资管理有限公司签订的《非诉讼法律事务委托合同》，担任公司本次在中国证券投资基金业协会办理私募基金管理人登记（以下简称“管理人登记”）的专项法律顾问。
本所律师根据《中华人民共和国公司法》（以下简称“公司法”）、《中华人民共和国证券法》（以下简称“证券法”）、《中华人民共和国证券投资基金法》（以下简称“投资基金法”）、《私募投资基金监督管理暂行办法》（以下简称“暂行办法”）、《私募投资基金管理人登记和基金备案办法(试行)》（以下简称“备案办法”）、《关于进一步规范私募基金管理人登记若干事项的公告》（以下简称“规范登记公告”）及其他现行有效的法律法规及规范性文件的规定，按照律师行业公认的业务标准、道德规范和勤勉尽责精神，出具本法律意见书。
私募债发行法律意见书
私募债发行法律意见书尊敬的委托人：鉴于您公司计划通过私募债券发行融资，现就相关法律事项给予如下法律意见：1. 发行主体资格：您公司为依法设立并具有独立法人资格的企业，具备发行私募债券的主体资格。
2. 发行方式：根据相关法律规定，您公司可以选择以公开发行或者私募发行方式进行私募债券的发行。
鉴于您公司选择私募发行方式，您公司应当依据《公司法》、《证券法》等法律规定，制定相关发行方案，并按照相关要求履行发行登记、披露等程序。
3. 审计和评估要求：在私募债券发行前，您公司应当邀请独立的会计师事务所对前两个会计年度的经审计财务报告进行核查，并将最近一次审计报告作为私募债券募集说明书等相关文件的必备附件。
此外，您公司还需委托评估机构对财务状况、债务风险等进行评估。
4. 募集说明书：募集说明书是私募债券的重要信息披露文件，您公司在发行私募债券前需编制募集说明书并报送相关部门备案。
募集说明书应当包括公司基本情况、发行对象、募集用途、募集金额、利息计算方式、还本付息保障措施等内容，并且真实、准确地反映了债券发行人的财务、经营状况和债务风险。
5. 监管报备：根据相关规定，您公司发行私募债券需提前向证券监管机构进行报备，并提交报备材料。
监管机构将对报备材料进行审查，并作出批准或者不予批准的决定。
6. 监督披露：私募债券发行成功后，您公司应当按照《债券法》和相关规定，履行披露义务，向投资者和相关监管机构披露债券发行后的重大事项、财务状况、经营情况等信息，并且确保信息的准确、全面及时披露。
7. 法律风险提示：您公司应当充分了解私募债券发行过程中可能涉及的法律风险，妥善处理与债券发行相关的风险，遵守相关法律法规的规定，确保发行过程的合规性。
8. 法律风险承担：请您公司了解，私募债券发行过程中存在一定的法律风险，如发行资金用途与募集说明书约定不符、债券信用评级下调导致偿付能力不足等。
为减轻法律风险，您公司应当谨慎选择发行方式、编制募集说明书、履行披露义务等，并及时咨询专业律师的意见。
法律意见书英文版
Legal Opinion Letter English Version Introduction to the Legal OpinionScope of the Legal OpinionThe scope of this legal opinion is limited to the following areas:1. Legal Validity and Compliance2. Contractual Obligations3. Regulatory Requirements4. Intellectual Property Rights5. Litigation RisksLegal Validity and ComplianceThe formation of the agreements is in accordance with the local contract law.The parties involved have the legal capacity to enter into and perform their obligations under the agreements.The terms and conditions of the agreements do not violate any statutory provisions or public policy.Contractual ObligationsThe contractual obligations of the parties are clearly defined and enforceable. We note the following:The obligations of [Client's Name] are set out in clear and unambiguous terms.The agreements include appropriate remedies for breach, including but not limited to damages and specific performance.The agreements contain provisions for dispute resolution, which are in line with industry standards and legal requirements.Regulatory RequirementsLicensing and permits required for the operation are in place and valid.Reporting obligations to regulatory authorities arebeing met.Intellectual Property RightsWe have assessed the intellectual property aspects of [Client's Name]'s business and found the following:Litigation RisksConclusionLegal Opinion Letter English VersionPotential LiabilitiesUpon a thorough examination of the agreements and thelegal context in which [Client's Name] operates, we have identified several potential liabilities that warrant attention:1. ThirdParty Claims: There is a risk of thirdpartyclaims arising from the activities of [Client's Name], particularly in relation to product liability or intellectualproperty infringement. It is crucial to maintain adequate insurance coverage and to establish robust risk management protocols.2. Change in Legislation: The legal landscape is subject to change, and new laws or regulations could impact the operations of [Client's Name]. It is essential to stay informed about legislative developments and to adjust business practices accordingly.6. Legal Monitoring Services: Subscribe to legal monitoring services to stay informed about regulatory changes that could affect the business. This will allow [Client's Name] to proactively address new legal requirements.Conclusion and Final ThoughtsLegal Opinion Letter English VersionMonitoring Legal Developments and Future ProjectionsMonitoring Legal Developments1. Legal Updates: Subscribe to legal databases, newsletters, and alerts that specialize in the areas of law relevant to [Client's Name]. This will provide realtime updates on legislative changes and judicial decisions.2. Industry Associations: Engage with industry associations to stay informed about sectorspecific legal developments and best practices.3. Professional Networks: Maintain a strong professional network, including legal experts and peers, to exchange information and insights on emerging legal trends.Future Projections and Strategic PlanningAnticipating future legal challenges is crucial for longterm success. Here are some projections and strategic planning considerations:1. Technological Advancements: As technology evolves, [Client's Name] should anticipate how new technologies might impact its operations legally. This includes data privacy laws, cybersecurity regulations, and the legal implications of adopting artificial intelligence or blockchain.2. Market Expansion: If [Client's Name] plans to expand into new markets, it must consider the legal frameworks of those jurisdictions. This may involve obtaining new licenses, adapting to local laws, or facing different legal risks.4. International Trade Laws: In a globalized economy, changes in international trade laws can significantly impact business operations. [Client's Name] should stay informed about trade agreements, tariffs, and export/import regulations.5. Corporate Governance: Ensuring robust corporate governance practices is essential to prevent legal issuesrelated to corporate conduct, transparency, and accountability.Final Observations。
私募基金法律意见书模板
私募基金法律意见书模板私募基金法律书如何写?下面就是特地为大家整理收集的私募基金法律意见书模板，供大家阅读参考。
私募基金法律意见书模板***基金管理(北京)有限公司：根据《律师法)、《律师事务所从事证券法律业务管理》、《律师事务所证券法律业务执业规则(试行)》、《证券投资基金法》、《私募投资基金监督管理暂行办法》、《私募投资基金管理人登记和基金备案办法(试行)》、《关于进一步规范私募基金管理人登记事项若干问题的》之，本律师事务所受***基金管理(北京)有限公司(以下简称：公司)委托，在对公司及相关资料进行充分尽职调查的基础上，出具本《法律意见书》如下，并保证本《法律意见书》不存在虚假记载、误导性陈述及重大遗漏。
一、公司工商登记情况公司基本信息公司名称：***基金管理(北京)有限公司公司住所：北京市**区**路**号法定代表人：***注册资本：人民币5000万成立日期：20xx年1月2日营业期限：20xx年1月1日至2045年1月1日经营范围：投资管理、管理或受托管理非证券类股权投资及相关咨询服务。
公司存续沿革：20xx年1月2日，股东***、***共同出资设立***基金管理(北京)有限公司。
***会计师事务所有限公司于20xx年12月1日出具【20xx】第***号验资，审验股东***、***于20xx年11月30日实缴出资共计人民币5000万元。
公司设立时，各股东出资额及出资比例如下：序号股东名称出资额(万元)占注册资本比例(%) 1***300060.002***200040.00合计5000.0000100.00结论：***基金管理(北京)有限公司为在中国境内依法设立，并截止本《法律意见书》出具之日有效存续。
二、根据***基金管理(北京)有限公司工商登记文件显示，其经营范围是：投资管理、管理或受托管理非证券类股权投资及相关咨询服务。
结论：***基金管理(北京)有限公司的工商登记所记载经营范围符合国家相关法律法规规定，其名称和经营范围中含有基金管理、投资管理、股权投资文字和描述。
英文模板-私募基金管理人登记法律意见书
英⽂模板-私募基⾦管理⼈登记法律意见书Legal Opinion on Private Fund Manager Registration (Template)*** Fund Management (Beijing) Co., Ltd.:Pursuant to the Law on Lawyers, the Administrative Measures on Engaging in Securities Law Practice by Law Firms, the Rules for the Securities Law Practice of Law Firms (for Trial Implementation), the Law on Securities Investment Funds, the Interim Measures for the Supervision and Administration of Private Investment Funds, the Measures on the Registration of Private Investment Fund Managers and Funds (for Trial Implementation), the Announcement regarding Certain Matters of Further Regulating the Registration of Private Investment Fund Managers, this firm has been retained by*** Fund Management (Beijing) Co., Ltd. (hereinafter referred to as the "Company") to issue this legal opinion as below based on the thorough due diligence of the Company and relevant materials, and undertake that there is no fraudulent, misleading statement or material omission contained herein.A.Registration of the Company with the Administration for the Industry and CommerceBasic Information of the CompanyCompany Name: *** Fund Management (Beijing) Co., Ltd.Company Address: ** Road No. **, ** District, BeijingLegal Representative: ***Registered Capital: RMB 50 millionDate of Establishment: January 2, 2015Operational Period: January 1, 2015 to January 1, 2045Business Scope: Investment management, management or entrustment for management of non-securities equity investment, and related consulting services.Company History:On January 2, 2015, the shareholders *** and *** jointly funded *** Fund Management (Beijing) Co., Ltd. . On December 1, 2014, *** Accounting Firm Co., Ltd. issued the [2014] No. *** Capital Verification Report, inspecting and verifying that shareholders *** and *** paid a total investment of RMB 50 million on November 30, 2014.At the point of establishment of the Company, the amount and the ratio of capital contribution of each shareholder were as follows:No. Name of Shareholder Investment Amount (‘0000)Proportion of the Registered Capital (%)1 *** 3000 60.002 *** 2000 40.00Total 5000.0000 100.00Conclusion: *** Fund Management (Beijing) Co., Ltd. was duly established in China and is validly existing as of the date of issuance of this legal opinion.B.According to the filing documents of *** Fund Management (Beijing) Co., Ltd. from the Administration for the Industry and Commerce, the business scope of the Company is investment management, management or entrustment for management of non-securities equity investment, and related consulting services.Conclusion: The business scope described in the business registration of *** Fund Management (Beijing) Co., Ltd. complies with relevant national laws and regulations, whereby the name and the business scope contain texts and descriptions of "fund management", "investment management" and "equity investment".C.As shown on the foregoing business registration documents of *** Fund Management (Beijing) Co., Ltd., the business scope of the Company is investment management, management or entrustment for management of non-securities equity investment, and related consulting services. Along with the relevant business information provided by the Company, it shows that the Company's main business is management of private funds. In the business scope set forth in the foregoing businessregistration or the business actually operated by the Company, there exists no business operated concurrently in conflict with the private investment fund business; there exists no business operated concurrently in conflict with the buyer's business of "investment management"; there exists no non-financial business operated simultaneously.Conclusion: *** Fund Management (Beijing) Co., Ltd. follows the principle of professional management and the business engaged by the Company is private investment fund management. In the business scope set forth in the foregoing business registration or the business actually operated by the Company, there exists no business operated concurrently in conflict with the private investment fund business; there exists no business operated concurrently in conflict with the buyer's business of "investment management"; there exists no non-financial business operated simultaneously.D.Shareholding Structure of the CompanyAccording to the foregoing business registration of *** Fund Management (Beijing) Co., Ltd., the shareholders are *** and ***. The shareholder *** invested RMB 30 million, making up 60% of the equity interests of the Company; the shareholder *** invested RMB 20 million, making up 40% of the equity interests of the Company. In conjunction with other relevant information provided by the Company, it is shown that the Company does not have foreign direct or indirect controlling shareholders or foreign shareholders.Conclusion: *** Fund Management (Beijing) Co., Ltd.does not have foreign direct or indirect controlling shareholders or foreign shareholders.E.As indicated in the foregoing business registration of *** Fund Management (Beijing) Co., Ltd., in tandem with other relevant information provided by the Company, it is shown that the shareholders of the Company are *** and ***. It does not indicate that *** Fund Management (Beijing) Co., Ltd. has any other ultimate controlling owner.Conclusion: **Fund Management (Beijing) Co., Ltd. does not have any ultimate controlling owner.F.As indicated in the foregoing business registration of *** Fund Management (Beijing) Co., Ltd., in tandem with other relevant information provided by the Company, *** Fund Management (Beijing) Co., Ltd. is not found to have any subsidiary, affiliate or other related parties.Conclusion: *** Fund Management (Beijing) Co., Ltd. does not have any subsidiary, affiliate or other related parties.G.As indicated in the foregoing business registration and other relevant information of the Company: (i) the Company has 20 employees, 5 of whom have fund practitioner qualification. All of the executives of the Company have practice experience in, among others, banks, funds, securities, risk control, compliance in line with requirements. Further, none of the executives has major dishonesty record or has been excluded from the market by the China Securities Regulatory Commission in the preceding three years; (ii) the business address is ** Road No. **, ** District, Beijing. The office space is 500 square meters with independent departments such as the general manager's office, the finance department, the risk control department, the compliance department, the market department and conference rooms. The office is well equipped with computers, video facilities, fax machines, printers and other office equipment; and (iii) the Company's financial statements and the bank statements issued by ** Bank indicate that, as of [DA TE], 2015, the circulating capital of the Company in the book is ** and its net assets is **.Conclusion: *** Fund Management (Beijing) Co., Ltd. possesses the practitioners, business premises, capital and other basic corporate operation facilities and conditions as required by the law to engage in private fund management business.H.As shown in the information and documents provided by *** Fund Management (Beijing) Co., Ltd., it has established a sound risk management and internal control system. The Company has the Risk Management System and Procedure of Private Investment Funds, the Internal Control System of Private Fund Management, the Measures on the Evaluation of Investment in Private Investment Funds, the Measures on Investment V oting of the Investment Committee, the Administrative Measures on Information Disclosure, the Administrative Measures on Related Transactions, the Administrative Measures on Investment Transactions with Conflict of Interest, the Administrative Measures on In-house Transactions, the Administrative Measures on Prevention of Insider Trading, the Administrative Measures on Risk Disclosure of Qualified Investors, the Administrative Measures on Internal Audit Procedures of Qualified Investors, the Administrative Measures on Promotion and Fund-Raising of Private Investment Fund Products, as well as other relevant administrative measures in place. All of the management systems form effective allocation and constraint among each other.Conclusion: *** Fund Management (Beijing) Co., Ltd. has established a risk management and internal control system, and has developed relevant systems accordingly based on the type of the private fund management business in the proposed application.I.According to the information provided by *** Fund Management (Beijing) Co., Ltd., upon investigation and verification, the fund-raising of the private funds of the Company intends to be promoted, conducted and managed through the Company's own channels and capability. The Company has not executed any agreement of outsourcing services for funds with otherinstitutions.Conclusion: *** Fund Management (Beijing) Co., Ltd. has not executed any agreement of outsourcing services for funds with other institutions.J.Upon verification of the list of the executives of the Company and relevant qualification certificates provided by *** Fund Management (Beijing) Co., Ltd., it is shown that *** as the legal representative and the general manager, *** as the representative designated by the executive partner, *** as the deputy general manager, *** as the chief compliance manager, and *** as the chief risk control officer have fund practitioner qualification. The structure of the executive positions conforms to the requirements of the Asset Management Association of China (hereinafter referred to as the "AMAC").Conclusion: The executives of *** Fund Management (Beijing) Co., Ltd. have fund practitioner qualification and the structure of the executive positions conforms to the requirements of the AMAC.K.Upon verification of information in the enterprise credit records, the enterprise business registration and disclosure system, the AMAC registration disclosure system, the judicial information disclosure system and other systems, along with relevant information provided by the Company, *** Fund Management (Beijing) Co., Ltd. is not found to be subject to criminal punishment, administrative fines by the financial supervision department or administrative supervision measures; the Company and its executives are not disciplined by AMAC; the Company does not have negative record in the Capital Market Integrity Database; the Company is not included in the List of Dishonest Debtors; the Company is not included in the National List of Enterprises with Abnormal Business Operations or the List of Enterprises Committing Grave Illegalities; the Company does not have bad credit record on the "CreditChina" website.Conclusion: *** Fund Management (Beijing) Co., Ltd. is not subject to criminal punishment, administrative fines by the financial supervision department or administrative supervision measures; the Company and its executives are not disciplined by AMAC; the executives of the Company are not prohibited by the Company Law to serve their positions; the Company does not have negative record in the Capital Market Integrity Database; the Company is not included in the List of Dishonest Debtors; the Company is not included in the National List of Enterprises with Abnormal Business Operations or the List of Enterprises Committing Grave Illegalities; the Company does not have bad credit record on the "CreditChina" website.L.Upon enquiries to, and verification with, the court information disclosure system for litigation and enforcement as well as the information system of commercial and labor arbitral institutions for arbitrations, in conjunction with the information provided by *** Fund Management (Beijing) Co., Ltd., *** Fund Management (Beijing) Co., Ltd. is not found to be involved in litigation or arbitration in the preceding three years.Conclusion: *** Fund Management (Beijing) Co., Ltd. is not involved in litigation or arbitration in the preceding three years.M.Upon enquiry, verification and comparison of all of the materials and information provided by *** Fund Management (Beijing) Co., Ltd., it shows that the application materials submitted by the Company to the AMAC are true, accurate and complete and there is no fraudulent, misleading statement or material omission.Conclusion: The application materials submitted by *** Fund Management (Beijing) Co., Ltd. to the AMAC are true, accurate and complete and there is no fraudulent, misleading statement or material omission.N.Other items that the lawyers and the law firm consider necessary to be addressed. (omitted)Overall concluding observations: The application materials submitted by *** Fund Management (Beijing) Co., Ltd. to the AMAC are true, accurate and complete and there is no fraudulent, misleading statement or material omission. The application for the registration of the private fund manager meets the relevant requirements of the AMAC.*** Law Firm (Stamp)*** Lawyer (Signature)*** Lawyer (Signature)[DATE], 2016。
Template-PRC Legal Opinion(法律意见书英文版)
Attn: [Investors]Address：[Date]Re: Legal OpinionDear Sirs,1.We are qualified lawyers of the People’s Republic of China (“PRC”) and arequalified to issue an opinion on the laws and regulations of the PRC (this “Opinion”). For the purpose of this Opinion, PRC does not include the regions of Hong Kong, Macao and Taiwan.(1)We are acting as PRC counsel to [ ] (the “Company”), together with [ ](the“HK Company”), [ ](the “Domestic Company”), and [ ] (the “WFOE”) (collectively as the “Companies”), in connection with the series A private financing under the Series A Preferred Share Purchase Agreement (the “Share Purchase Agreement”) dated as of [Date], among the Companies, [Founder Name], a Chinese citizen with his ID number of [ ], [Founder Name], a Chinese citizen with her ID number of [ ], (collectively as the “Founders”and each a “Founder”);and [Investor A], [Investor B](collectively, the "Investors", and each an "Investor") (each a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Share Purchase Agreement.(2)[ ], [ ], [ ] (together, the “Domestic Shareholders”) are the holders of allthe equity interests of the Domestic Company.2.As used herein, (A) “PRC Law” means all applicable laws, regulations, rules,statutes, orders, decrees, notices, circulars, guidelines, judicial interpretations and other legislation of the PRC in effect on the date of this Opinion; (B) “PRC Authorities” means any national, provincial or local governmental, regulatory or administrative authority, agency or commission in the PRC, or any court, tribunal or any other judicial body in the PRC; (C) “Approvals”means all approvals, consents, waivers, sanctions, certificates, authorizations, filings, disclosures, registrations, exemptions, permissions, endorsements, annual inspections, qualifications, permits and licenses required by any PRC Authorities pursuant to any PRC Law.In so acting, we have examined the originals or copies of documents provided to us by the Companies including: (i) the Share Purchase Agreement attached hereto as Exhibit A, dated [Date] by and among the Investors, the Founders, and the Companies, (ii) the Shareholders Agreement attached hereto as Exhibit B, dated [Date] in respect of the Company by and among the Investors, the Founders, and the Companies, (iii) all exhibits and schedules attached thereto (collectively referred to as the “Transaction Documents”); (iv) the controlling documents attached thereto as Exhibit C, including the exclusive service agreement, proxy agreement, pledge agreement, share transfer optionagreement to be prepared and executed in accordance with Section [ ] of Share Purchase Agreement (collectively, the “Controlling Documents”); and such other documents, agreements, corporate records, certificates, resolutions, Approvals and other instruments as we have deemed necessary or advisable for the purpose of rendering this Opinion, including, without limitation, original or copies of certificates issued by PRC Authorities and officers of the Companies.3.In examination of the documents and for the purpose of giving this Opinion,we have assumed without further inquiry:(a)the genuineness of all the signatures, seals and chops and the authenticity ofall documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies;(b)the documents as presented to us remain in full force and effect up to the dateof this Opinion and have not been revoked, amended, varied or supplemented;(c)the truthfulness, accuracy and completeness of all factual statements in thedocuments.4.Based on and subject to the foregoing and the qualifications hereof, we are ofthe opinion that:A. Corporate Organization(i)Organization and Valid Existence of the Domestic Company.TheDomestic Company is duly organized and validly existing under PRCLaws with limited liability. The Domestic Company was established on[Date] with its registered office at [Registered Address], and [FounderName] is its legal representative. The business license and articles ofassociation of the Domestic Company are in full force and effect under,and in compliance with the PRC Laws. [ ], [ ], and [ ] arerespectively the registered holders of [ ], [ ], and [ ]of the equityinterest in the Domestic Company. The registered capital of theDomestic Company is RMB [ ]. The registered capital of theDomestic Company has been duly authorized and fully paid up, free andclear of any security interest, mortgage, pledge, lien, charge, restrictionupon voting or transfer, or any other encumbrance, claim or other thirdparty right (an “Encumbrance”). All Approvals in the PRC requiredfor the establishment and the maintenance of the enterprise legal personstatus of the Domestic Company has been duly issued and obtained andall such Approvals are in full force and effect, have not been revoked,withdrawn, suspended or cancelled and are not subject to any materiallyburdensome condition, and the Domestic Company is in full compliancewith the provisions of such Approvals. As of the date hereof, except forthe share pledge and share option created under the Equity PledgeAgreement, Share Transfer Option Agreement and the Proxy Agreementdated [Date]by and among the Domestic Company, the WFOE, theDomestic Shareholders, there are no outstanding or authorizedsubscriptions, options, warrants, calls, rights, commitments, or any otheragreements of any character obligating the Domestic Company to issue(a) any additional equity interest or (b) any securities convertible into, orexchangeable for, or evidencing the right to subscribe for, any equityinterest and the Domestic Company has no obligation (contingent orother) to purchase, redeem or otherwise acquire any of its equitysecurities or any interest therein or to pay any dividend or make anyother distribution in respect thereof.(ii)Articles of Association. The Articles of Association of the Domestic Company and the Articles of Association the WFOE comply with therequirements of PRC Law, including the PRC Company Law, and are infull force and effect.(iii)Organization and Valid Existence of the WFOE. The WFOE has been duly incorporated and validly exists and in good standing as a whollyforeign owned enterprise, with legal person status and limited liabilityunder the PRC Law, and its approval certificate, business license andArticles of Association are in full force and effect under, and incompliance with, the PRC Law. The WFOE was established on [Date]with its registered office at [Address], and [Founder Name] is its legalrepresentative. The registered capital of the WFOE is USD [ ], none ofwhich has been fully paid. The entire equity interest of the WFOE isowned by the HK Company, and such equity interest is free and clear ofany Encumbrance. The WFOE is allowed to pay dividends to the HKCompany as its sole shareholder after withholding all of the taxes, leviesand charges and made statutorily required allocation to funds pursuant tothe PRC Law. The WFOE is allowed to convert the dividends fromRMB into foreign currencies and to remit the dividends to the HKCompany out of the PRC, as approved by relevant PRC Authorities. Asof the date hereof, there are no outstanding or authorized subscriptions,options, warrants, calls, rights, commitments, or any other agreements ofany character obligating the WFOE to issue (a) any additional equityinterest or (b) any securities convertible into, or exchangeable for, orevidencing the right to subscribe for, any equity interest and the WFOEhas no obligation (contingent or other) to purchase, redeem or otherwiseacquire any of its equity securities or any interest therein or to pay anydividend or make any other distribution in respect thereof.(iv)To our best knowledge after due inquiry, neither the Domestic Company nor the WFOE is being or threatened to be dissolved, liquidated, declaredbankrupt or insolvent, nor is it subject to any winding up, dissolution,bankruptcy or liquidation proceedings (commenced or threatened), norhave any shareholder or board resolutions been adopted or any step orother proceeding been taken to dissolve, liquidate, declare bankrupt orinsolvent the Domestic Company or the WFOE.B. Compliance(i) No Violation or Default. Unless otherwise disclosed in the DisclosureSchedule, neither the Domestic Company nor the WFOE is (A) inviolation of its Articles of Association, business or other license or anyother constitutive document; (B) in breach or default, and no event hasoccurred that with the giving of notice or lapse of time would constitutea breach or default, in the due performance or observance of any term,covenant or condition contained in any indenture, mortgage, deed of trust,loan agreement or other agreement or instrument which was madeknown to us in the course of our due diligence with each of the DomesticCompany and the WFOE and to which it is a party or by which it isbound or to which any of its property or assets is subject; or (C) inviolation of any PRC Law or, to the best of our knowledge following dueinquiry, any judgment, order or ruling of any PRC Authority.(ii) Licenses. The Domestic Company and the WFOE have all Approvals from all PRC Authorities required to conduct the business in the PRC ascontemplated in the Transaction Documents (the “Business”). Each ofthe Domestic Company and the WFOE has the full power and authorityand has duly obtained all valid and lawful Approvals necessary for it toown, lease, license, use and operate properties and assets, tangible orintangible, to the extent required by PRC Law. The above Approvals arein full force and effect.The business currently carried out by the Domestic Company and theWFOE and/or contemplated to be carried out by the Domestic Companyand the WFOE pursuant to the Transaction Documents is within thescope of business permitted under its business license.(iii) SAFE Registration.To our best knowledge, each of the Shareholders of the Company who is a PRC domestic resident as defined underCircular 37 (as defined below) has obtained preliminary overseasinvestment foreign exchange registrations in respect of their respectiveownerships in the Founder Entities, the Company and the HK Subsidiaryfor the round-trip investment in the PRC pursuant to the Circular of theState Administration of Foreign Exchange on Relevant Issues concerningForeign Exchange Administration for Domestic Residents to Engage inOverseas Investment or Financing and in Return Investment via SpecialPurpose Vehicles and all applicable laws and regulations promulgated inconnection with the foregoing (“Circular 37”) in connection with theirshareholding in the Company. Each of such Shareholders shall dulyupdate the registration filings with SAFE under Circular 37, if applicable,following the completion of the transaction contemplated in the SharePurchase Agreement.C. Business of the Company(i)No Guarantees. To the best of our knowledge after due inquiry, there areno outstanding guarantees or material contingent payment obligations ofthe Domestic Company and the WFOE in respect of the indebtedness ofa third party. To the best of our knowledge after due inquiry, theDomestic Company and the WFOE are not liable for any third-partyliabilities.(ii)Intellectual Property.The Domestic Company and the WFOE own or otherwise have the legal rights to use the trademarks, service marks,trade names, proprietary technology, copyrights, and other intellectualproperty currently employed by it in connection with the businesscurrently operated by it (the “Intellectual Property”). Neither theDomestic Company nor the WFOE has received any notice ofinfringement of or conflict with asserted rights of others with respect toany of the foregoing which, individually or in the aggregate, would havea material adverse effect on such Domestic Company or the WFOE.(iii)No Legal Proceedings. There are no legal, arbitration or governmental proceedings before any PRC Authorities pending, to the best of ourknowledge and following due inquiry, threatened or contemplatedagainst the Domestic Company or the WFOE involving the properties,assets or business of, the Domestic Company and/or the WFOE, which,if determined adversely to the Domestic Company or the WFOE, would,individually or in the aggregate, has a material adverse effect on theBusiness, assets, or equity interest in the Domestic Company or theWFOE.(iv)Title to Assets. Each of the Domestic Company and the WFOE has good and valid title to the assets owned by it, free from any liens, mortgages,charges, encumbrances or other third party rights. The DomesticCompany has terminated its Lease Agreement in relation to its currentRegistered Office. The Domestic Company will sign a new LeaseAgreement after it determines a new office within three months uponClosing, and then change its Registered Office with the localAdministration of Industry and Commerce accordingly. The WFOEhas valid and enforceable leasehold interest in the real properties rentedby the WFOE, such leasehold interest is free from liens and is fullyprotected by the terms of the relevant lease agreements, except for thosethat would not materially interfere with the use made and proposed to bemade of such properties by the WFOE.D. Controlling DocumentsNo Violation or Default.None of the Controlling Documents (A)violates the respective Articles of Association, business license or anyother constitutive document of the Domestic Company or the WFOE;or (B) violates any PRC Law or, any judgment, order or ruling of anyPRC Authority; and (2) upon the execution thereof, all of theControlling Documents will be valid and binding obligations on theDomestic Company and the WFOE, enforceable in accordance withtheir respective terms and conditions under PRC Laws and the datingof the Controlling Documents after the date hereof will not effect thatvalid and binding nature of such obligations.E. Transaction Documents(i)The Transaction Documents and any and all documents and instrumentsthereunder including the documents to be delivered at Closing by each of the Domestic Company and the WFOE have been duly executed and delivered and constitute lawful, valid and binding obligations of each of the Domestic Company and the WFOE, enforceable in accordance with their respective terms and conditions under PRC Laws. All necessary corporate actions to authorize the execution, delivery and performance of the Transaction Documents and the Controlling Documents have been duly taken in accordance with the PRC Laws as well as the Articles of Association of each of the Domestic Company and the WFOE.(ii)Each of the Domestic Company and the WFOE has the corporate power, authority and legal right to enter into, execute, deliver and perform its obligations under each of the Transaction Documents and the Controlling Documents; each of the Transaction Documents to which the Domestic Company or the WFOE is a party constitutes a valid and enforceable legal binding obligation on the Domestic Company or the WFOE, as the case may be; each of the Controlling Documents to which the Domestic Company or the WFOE is a party, upon the execution thereof, will constitute a valid and enforceable legal binding obligation on the Domestic Company or the WFOE, as the case may be.(iii)Each Founder has executed each of the Transaction Documents to which he or she is a party; each of the Transaction Documents to which he or she is a party constitutes a valid and enforceable legal binding obligation of such party. Each Founder will execute each of the Controlling Documents to which he or she is a party; each of the Controlling Documents to which he or she is a party, upon the execution thereof, will constitute a valid and enforceable legal binding obligation of such party. (iv)The execution and performance of the Transaction Documents and the Controlling Documents by the parties thereto are (1) valid and enforceable and do not and will not (i) result in any violation of the provisions of the Articles of Association, business license or Approvals of the Domestic Company or the WFOE, or (ii) result in any violation of any PRC Laws; and (2) are valid and binding obligations on the parties thereto, enforceable in accordance with their respective terms and conditions under PRC Laws.(v)The execution and performance by each Founder of his respective obligations under each of the Transaction Documents and the Controlling Documents to which he is a party and the consummation by such Founder of the transactions contemplated therein does and will not:(i) result in any violation of the provisions of the Articles of Association,business license or Approvals of the Domestic Company or the WFOE;(ii) result in any violation of any PRC Laws.(vi)No filings in respect of the Transaction Documents with any PRC Authorities are required under the PRC Laws to ensure the legality, validity, enforceability of the Transaction Documents in the PRC.(vii)Neither the Domestic Company nor the WFOE is entitled to any immunity from any legal proceedings or other legal process or fromenforcement, execution or attachment in respect of their obligations inthe transactions contemplated under any of the Transaction Documentsand the Controlling Documents.(viii)No governmental Approval is required for the execution or the performance by the Founders, the Domestic Company or the WFOE oftheir obligations under the transactions contemplated by the TransactionDocuments and the Controlling Documents.(ix)The choice of the State of New York law as the governing law of the Transaction Documents is a valid choice of law provision and would berecognized and given effect to in any action brought before a court ofcompetent jurisdiction in the PRC. The submission by the parties to theTransaction Documents to arbitration at the Hong Kong InternationalArbitration Centre in according with the UNCITRAL Arbitration Rules(the “UNCITRAL Rules”) does not contravene any laws or regulationsof the PRC, and is valid and binding upon the WFOE, the DomesticCompany and the Founders. The courts of the PRC would recognize andenforce a final and conclusive arbitral award obtained in accordancewith the Transaction Documents against the WFOE, the DomesticCompany and the Founders if such award conforms to the requirementsfor arbitral awards to be recognized and enforced as set forth in theArrangement on Mutual Recognition of Arbitration Awards betweenMainland and Hong Kong Special Administrative Region (最高人民法院关于内地与香港特别行政区相互执行仲裁裁决的安排) issued bythe Supreme Court of PRC.(x)No stamp duty or other taxes or official withholdings, fees, or other charges are payable in the PRC in connection with the execution,delivery or enforcement of the Transactions Documents.5. This Opinion is subject to the following qualifications:(i)This Opinion is subject to (A) applicable bankruptcy, insolvency,fraudulent transfer, reorganization, moratorium or similar laws in thePRC affecting creditors’ rights generally, (B) possible judicial oradministrative actions or any PRC Law affecting creditors’ rights and (C)certain equitable, legal or statutory principles in the PRC affecting theenforceability of contractual rights generally under concepts of publicinterest, interests of the State, national security, reasonableness, goodfaith and fair dealing, and applicable statutes of limitation.(ii)This Opinion relates only to PRC Law and we express no opinion as to any laws other than PRC Laws.PRC Law as used in this Opinion refers to PRC Law currently in force asof the date of this Opinion and there is no guarantee that any of suchPRC Law will not be changed, amended or revoked in the immediatefuture or in the longer term with or without retroactive effect.This Opinion is intended to be used in the context which is specifically referred to herein and each paragraph should be looked at as a whole and no part should be extracted and referred to independently.This Opinion is solely for the benefit of the persons to whom they are addressed. It may not be relied upon by anyone else or used for any other purpose, in each instance, without our prior written consent. In addition, without our prior written consent, this Opinion shall not be disclosed to any third parties who are not directly involved in the Transaction.Yours sincerely,[Lawyer Name][Firm Name]SHARE PURCHASE AGREEMENTSHAREHOLDERS AGREEMENTExhibit C CONTROLLING DOCUMENTS。
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Legal Opinion on PrivateFund Manager Registration (Template)私募基金管理人注册法律意见书（模板）***Fund Management (Beijing) Co., Ltd.:***基金管理（北京）有限公司：Pursuant to the Law on Lawyers, the Administrative Measures on Engaging in Securities Law Practice by Law Firms, the Rules for the Securities Law Practice of Law Firms (for TrialImplementation), the Law on Securities Investment Funds, the InterimMeasures for the Supervision andAdministration of Private Investment Funds,the Measures on the Registration of Private Investment Fund Managers and Funds (for Trial Implementation),the Announcement regarding Certain Matters of Further Regulating the Registration of Private Investment Fund Managers,this firm has beenretained by*** Fund Management (Beijing) Co., Ltd.(hereinafter referred to as the "Company") to issue this legalopinion as below based on the thorough due diligence of the Company andrelevant materials, and undertake thatthere is no fraudulent, misleadingstatement or material omission contained herein.根据律师法，律师事务所从事证券法律实务管理办法，律师事务所从事证券法律事务规则（试行），证券投资基金法，私募投资基金的监督管理暂行办法，私募投资基金经营者和基金的登记办法（试行），关于进一步规范私募投资基金管理者的注册特定事项的公告，我所被授权为***基金管理（北京）有限公司（以下简称“公司”）出具下述法律意见书，本法律意见书基于对公司的尽职调查和与公司相关材料，我所承诺，在本文中没有包含欺诈性，误导性陈述内容或者重大遗漏。
A. Registration of the Company with the Administration for theIndustry and Commerce本公司登记主管机关为工商部门BasicInformation of the Company公司基本信息CompanyName: *** Fund Management (Beijing) Co., Ltd.公司名称：***基金管理（北京）有限公司（以下简称“公司”）CompanyAddress: ** Road No. **, ** District, Beijing公司地址：北京市** 区** 路 **号LegalRepresentative: ***法定代表人：RegisteredCapital: RMB 50 million注册资本：5000万人民币Dateof Establishment: January 2, 2015成立日期：2015年1月2日OperationalPeriod: January 1, 2015 to January 1, 2045经营期限：2015年1月1日—2045年1月1日Business Scope: Investment management, management or entrustment for management of non-securities equity investment, and relatedconsulting services.经营范围：投资管理，经营或委托经营非证券股权投资管理，以及相关的咨询服务。
Company History:公司历史：OnJanuary 2, 2015, the shareholders *** and *** jointly funded *** FundManagement (Beijing) Co., Ltd. . On December 1, 2014, *** Accounting Firm Co.,Ltd. issued the [2014] No. *** Capital Verification Report, inspecting and verifying that shareholders *** and *** paid a total investment of RMB 50million on November 30, 2014.2015年1月2日股东*** 和 ***共同成立了***基金管理（北京）有限公司。
2014年12月1日***会计师事务所出具[2014] ***号验资报告，检查和证明股东***和**2014年11月30日支付了投资总金额5000万元。
At the point of establishmentof the Company, the amount and the ratio of capital contribution of eachshareholder were as follows:公司成立时各股东出资总额及出资比例为：No.Name of Shareholder股东姓名Investment Amount (‘0000)投资总额： Proportion of the Registered Capital (%)占注册资本比例：1***60.002***200040.00Total5000.0000100.00Conclusion: *** Fund Management (Beijing)Co., Ltd. was duly established in China and is validly existing as of the date of issuance of this legal opinion.结论：自本法律意见书发布之日起***基金管理（北京）有限公司已经在中国境内合法存在。
B. According to the filing documents of *** Fund Management(Beijing) Co., Ltd. from the Administration for the Industry and Commerce, thebusiness scope of the Company is investment management, management orentrustment for management of non-securities equity investment, and relatedconsulting services.根据来自工商管理部门**基金管理（北京）有限公司的成立文件，公司的经营范围为投资管理，经营或委托经营非证券股权投资管理，以及相关的咨询服务。
Conclusion: The business scope described in the business registration of *** Fund Management (Beijing) Co., Ltd. Complies with relevant national laws and regulations, whereby the name and the businessscope contain texts and descriptions of "fund management", "investmentmanagement" and "equity investment".结论：**基金管理（北京）有限公司成立时登记的营业范围符合目前的国家法律规定和规则，其公司名称和经营范围中包含“基金管理”、“投资管理”、“股权管理”的内容和描述。
C. As shown on the foregoing business registration documents of***Fund Management (Beijing) Co., Ltd., the business scope of the Company isinvestment management, management or entrustment for management ofnon-securities equity investment, and related consulting services. Along with the relevant business information provided by the Company, it shows that theCompany's main business is management of private funds. In the businessscope set forth in the foregoing business registration or the business actually operated by the Company, there exists no business operated concurrently inconflict with the private investment fund business; there exists no business operated concurrently in conflict with the buyer's business of "investmentmanagement"; there exists no non-financial business operated simultaneously.根据前述**基金管理（北京）有限公司登记文件中显示，公司的经营范围是投资管理，经营或委托经营非证券股权投资管理，以及相关的咨询服务。