Exhibit 5.1
DR. RAN HE
Tel: +1.647.792.7798
Fax: +1.647.560.6547
Email: rhe@thclawyers.ca
100 Wellington St, Suite 2130 PO BOX 321
Toronto, ON M5K1K7, Canada
Lorenzo Developments Inc
3459 Sheppard
Avenue East, Unit 218, Toronto, Ontario, M1T3K4
Canada
September 22, 2025
To whom it may concern:
|
Re: |
Lorenzo Developments Inc. |
We are acting as Canadian counsel to Lorenzo Developments Inc. (the “Company”), a company incorporated under the laws of Canada, with respect to the laws of Cananda and are rendering this opinion in connection with the filing of a registration statement on Form F-1 (including all exhibits thereto and as amended from time to time, the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), relating to the validity of the initial public offering of common shares of the Company being registered as specified in the Registration Statement (the “Common Shares”). This opinion letter is being delivered in connection with the Registration Statement, to which it appears as an exhibit.
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September 22, 2025 |
For the purposes of rendering this opinion, we have examined the following documents:
| (i) | a copy of the Certificate of Incorporation of the Company dated April 22, 2016; |
| (ii) | a copy of the Articles of Amendment of the Company effective as of November 13, 2019; |
| (iii) | a copy of the Business Registration Certificate of the Company; |
| (iv) | a copy of the Shareholders’ Register of the Company; |
| (v) | a form of the Underwriting Agreement by and between the Company and the representative of the underwriters; |
| (vi) | copy of the minutes of the meetings of the Board of Directors of the Company held on April 22, 2016, November 13, 2019, July 1, 2021, September 14, 2022, October 15, 2022, February 1, 2023, July 1, 2023, September 1, 2024, November 1, 2024, January 1, 2025, February 28, 2025, March 4, 2025, March 24, 2025, and April 15, 2025; and |
| (vii) | a copy of the Registration Statement and all exhibits thereto. |
For purposes of this opinion, we have assumed the genuineness of all signatures, the legal capacity at all relevant times of any individual signing such documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified or photostatic copies or facsimiles (including scanned copies provided by email), and the authenticity of the originals of such certified or photostatic copies or facsimiles and the truth and accuracy of all corporate records of the Company and certificates of officers provided to us by the Company.
Whenever our opinion refers to issued shares of the Company, as being “fully paid and non-assessable”, such opinion indicates that the holder of such shares will not be liable to contribute any further amounts to the Company by virtue of its status as a holder of such shares, either in order to complete payment for the shares or to generally satisfy claims of creditors of the Company.
Our opinion is given to you as of the effective date of the Registration Statement as determined by the SEC and we disclaim any obligation to advise you of any change after such date in or affecting any matter set forth herein.
The opinion hereinafter expressed is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein and is based upon legislation in effect on the date hereof.
THC LAWYERS
TORONTO ● VANCOUVER ● NEW YORK ● SILLICON VALLEY
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September 22, 2025 |
Based and relying upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
| (i) | the Common Shares are validly issued, fully paid and non-assessable as specified below; |
| Shareholders | Date of Issuance | Number of Common Shares | ||||
| Sky Pivot Corp. | April 15, 2025 | 9,900,000.00 | ||||
| YUYUKPING LIMITED | April 15, 2025 | 3,636,000.00 | ||||
| DUO DUO KAI Holding Limited | April 15, 2025 | 891,000.00 | ||||
| WLWY Holdings Limited | April 15, 2025 | 891,000.00 | ||||
| FTCNOOB Holdings Limited | April 15, 2025 | 891,000.00 | ||||
| LJ Progressive Holdings Limited | April 15, 2025 | 891,000.00 | ||||
| Qian Mu Limited | April 15, 2025 | 540,000.00 | ||||
| Little woods Capital Limited | April 15, 2025 | 360,000.00 | ||||
| (ii) | the Company is duly incorporated and existing, and in good standing; |
| (iii) | the Company duly authorized 500,000,000 common shares with a par value at CAD0.0001; |
| (iv) | the statements under the sections Enforceability of Civil Liabilities, Regulations, Description of Share Capital, and Taxation in the Registration Statement, to the extent that they constitute statements of Canadian law or Ontario law, are accurate in all material respects and that such statements constitute our opinion. |
This opinion is rendered to you in connection with the filing of the Registration Statement with the SEC and may not be relied upon by you for any other purpose without our prior written consent. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Registration Statement or the Common Shares.
THC LAWYERS
TORONTO ● VANCOUVER ● NEW YORK ● SILLICON VALLEY
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September 22, 2025 |
We hereby consent to the reference to our firm’s name under the caption “Legal Matters” in the Prospectus included in the Registration Statement and the filing of this opinion as Exhibit 5.1 to the Registration Statement. Despite such consent, we do not thereby admit that we are in the category of persons where consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.
| Yours truly, | |
| /s/ Ran He | |
| Dr. Ran He | |
| THC Lawyers |
THC LAWYERS
TORONTO ● VANCOUVER ● NEW YORK ● SILLICON VALLEY
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