Please consider this letter as the legal opinion in regard to The Hash Speed (THS) Token Inital Exchange Offerings made (hereinafter THS IEO) by THS Mining Ltd. UK (incorporated under the laws of the United Kingdom with registration number: 12583675)having legal address at 20-22 WENLOCK ROAD, LONDON, M1 7GU. This legal Opinion is prepared by Imrankhan Nagori (incorporated under the laws of the UK) on behalf of the Company. The purpose of the present document is to provide you with our private Professional opinion in respect to compliance of White Paper and THS IEO with applicable British legislation. The Opinion is subject to limitations, assumptions and disclaimers defined herein.
For the purposes of issuance of this Opinion, we have examined the following documents (hereinafter the Documentation): White Paper of The Hash Speed. Civil code of UK Law of UK on Entrepreneurs of UK. Law of UKon Licenses and Permits. Law of UK on Securities Market. Law of UK on Cheques. Law of UK on Bills of Exchange. Law of UK on Promotion and Guarantees of Investment Activity. The warning of the National Bank of London, 01.08.2020 Such other laws, regulations, certificates, and documents as we have considered necessary or desirable to examine.
2 THE HASH SPEED(THS) Assumptions and disclaimers
This Opinion is meant to serve as our legal analysis of the THS IEO and conclusion are limited to the matters expressly stated herein, are fully based on information and material furnished to us by the Company, and no opinion or conclusion is to be inferred or may be implied beyond the opinions and conclusions expressly set forth herein. This Opinion is written in good faith, and cannot be deemed as guarantee or obligation, ground of liability of the present document, specifically with respect to its consideration by courts, authorities and in litigation proceedings, as they may have different views that those expressed in the Opinion. It should be noticed that the legal analysis herein may be updated in the future as the law in this area develops. Furthermore, the below analysis is strictly theoretical, as no cases that we are aware of, which are relevant to the subject matter, have been tested yet in courts to date and regulatory 25 authorities of India does not determine a clear approach to crypto currencies (including IEOs) regulations. Therefore, we do not issue any opinion or predictions in respect to possible future regulations of crypto currencies by the respective regulatory authorities or potential interpretation of the matter by court and/or authorities. The Opinion speaks only at and of its date and is based solely on the Documentation and further information provided by the Company. Except as stated in this Opinion, without any independence verification or investigation, THS Mining Ltd. UK have assumed that: Information (including factual circumstances, documents) supplied by the Company is true, complete and accurate and the Company warrants, endorses, guarantees, and assumes liability on accuracy and reliability of the provided information; and We assume the genuineness of all signatures on all documents forming part of supplied documents For the purposes of issuance of the Opinion we have assumed without further inquiry that all factual circumstances stated in the White Paper are a true and correct representation of actual circumstances surrounding the White Paper and insofar as such factual circumstances are not or may turn out to be not true and correct, they will have no adverse effect on the opinions stated herein. Further, and for the avoidance of doubt, we
THE HASH SPEED(THS)understand and state herein that our instructions do not amount to: Comment on the commerciality of the transactions/arrangements to which the White Paper refers; and/or Comment on the legal implications of the White Paper and transactions mentioned therein where they are governed by a law other than that of India; and/or Comment upon technical affairs of the Company. Furthermore, this Opinion approaches only legal and documental aspects of the White Paper and transactions mentioned therein and therefore no factual, physical or real situations have been examined and no verification has been done in order to confirm the factual accuracy of the information provided save as stated in this Opinion. We do not express any opinion herein concerning any law other than UK law. No opinion is expressed herein with respect to the qualification of any matters herein under laws of any foreign jurisdiction. For the purposes of this Opinion, the “Laws of India” shall mean the constitution of India and all laws, decrees, regulations, instructions, orders and other normative acts of the country of India which are officially and actually published (irrespective of notation of the publication date) and are effective on or prior to the date hereof. This Opinion does not constitute an advice or recommendation in respect of any transactions within the scope of THS IEO and should not be treated as such. Under no circumstances THS Mining Ltd. Legal or its affiliates, partners shall be liable, in contract, tort (including negligence) or otherwise, for any direct, indirect, special, incidental, exemplary or consequential loss, damages resulted from reliance on this opinion. We are not responsible to any entity or natural person for decisions made based on the Opinion in respect to any and all transactions within the scope of IEO proposed by the Company. Any unauthorized use of the content contained in this Opinion may violate copyright laws, confidentiality, and/or other regulations. None of the content shall be applicable to other legal entities or natural persons rather than the Company. Given the nature of and speed with which IEOs and Blockchain technologies are developed and since legal advice must be tailored to the specific circumstances of each case, and laws are permanently changing, the opinions and thoughts enclosed in this Opinion are of a current nature and might be subject to change after issuance of the Opinion. THS Mining Ltd, Legal does not guarantee the accuracy, adequacy, validity, reliability, availability or completeness of any
THE HASH SPEED(THS)information provided herein after issuing of this opinion. We assume no obligation to revise or supplement this Opinion or advise you of any changes in any matter set forth herein after the effective date of this legal Opinion. Any disputes or matters arising out of or related to use of this Opinion shall be governed under the laws of UK without regard to the conflict of laws and provisions thereof. Any legal proceeding arising under or in relation to this Opinion shall be resolved in the competent courts of UK according to the Laws of UK.
3 Validity and Enforceability of White Paper
The prescribed business plan in the form as provided in the White Paper prescribed hereto, should not contradict to statutory provisions of London legislation, general legal principles set out therein and to Civil Code of UK, which determines the legal framework for contracts and relationships of civil character. Therefore, White Paper transactions mentioned therein are valid and enforceable do to the following:
4 Regulatory authority
Currently neither the National Bank of UK nor any other British public authority regulates or supervises the transactions or operations by means of or related to cryptocurrencies. According to Article 3 of Law on National Bank of London, is the National Bank of London (hereinafter the NBL) responsible for implementation of monetary policy in accordance with the main directions of the monetary and foreign exchange policy defined by the Parliament of UK. Also, it is a supervision body over the financial system and protecting the rights of the financial sector’s consumers as well as investors. In such circumstances and having regard to the fact that IEO is perceived as a set of financial transactions which involves public offering of virtual assets and participation of investors, White Paper and transactions mentioned therein should have been subject to the authority of the NBL. However, nothing in British legislation indicates that organizers of the IEOs are accountable to the NBL. Neither there is any reference that the NBL regulates IEOs. Furthermore, the NBL made a public statement where it advised the citizens of Britian that “cryptocurrencies
THE HASH SPEED(THS)are beyond National Bank’s scope of regulations. Though the statement is dated back by 20 December 2017, nothing contrary has been stated since then.
5 Investment securities
The Tokens and IEO in question may be subject to Securities Law (as defined below), however it is not de facto regulated by the National Bank of London. According to National Bank of London, the mining as well as trading by the cryptocurrencies is not regulated in any way by the NBL. According to the Law of UK on Securities Market (“Securities Law”), the security (securities) are defined as transferable financial instruments and rights that may be publicly offered in the form of equity securities or debt securities (or their combination) or that may be converted into such securities, or that carry the right to subscribe or to purchase such securities, and investment contracts and other instruments and rights related to securities. Pursuant to the Securities Law, the security may be dematerialized, which means that it is not available in paper form but exists in the form of a record in the securities register or in the records of nominee holders in the name of the registered owner or the nominee holder. The publicly traded securities are considered a class of securities offered by way of public offering and/or admitted for trading on stock exchange. Securities can be categorized into two broad groups:
- Equity securities
- Debt securities.
According to the Securities Law, the equity securities mean a security confirming the ownership interest of the owner in an enterprise, while debt securities means a security that confirms the right to receive a specified principal amount, with or without interest, debt securities include government securities. According to the White Paper at issue, the Token Holders (as defined in the White Paper) do not become the shareholder of the legal entity – THS Mining Ltd. UK by receiving the ownership title in the Tokens. None of the rights of the Token Holders constitute the right of a shareholder as defined in British Law. According to the White Paper token holders are entitled to certain compensation from the Company (compensation in the form of allocation
THE HASH SPEED(THS)of additional Tokens, etc.). We are of the opinion that such compensation does not constitute dividends as per British legislation. Therefore, THS Token shall not be classified as equity securities. Furthermore, THS Tokens do confirm any right of Token holders for receiving the principal amount (with or without interest) from the Company or any other third party based solely on such ownership title. Thus, the Tokens shall not be qualified as debt securities. We are not aware of any fact of NBL treating crypto currencies as investment securities requiring their offering to be subject to the relevant regulations applicable to investment securities under British Law.
6 Public offering of securites
Since as stressed above THS Tokens are not supposed to be qualified as investment securities, their offerings to the public via THS IEO shall not be deemed as public offer of investments securities subject to NBL approval and supervision.
7 Intangible assets
British law does not provide any definition of crypto currency. However, we believe that the nature of crypto currencies includes characteristics of intangible assets as defined by the Civil Code of UK.
8 License and Permits
Under the Law of UK on Licenses and Permits, the cryptocurrency mining and/or trading of cryptocurrency is not considered as activities subject to any licenses and/or permit. Therefore, the Company does not require any license and/or permit in respect to conducting THS IEO.