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1.
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This opinion is given in connection with the preparation and filing of a registration statement of MiX Telematics Limited (South African registration number 1995/013858/06) (the "Company"), a company incorporated and registered in the Republic of South Africa, on Form S-8 under the United States Securities Act of 1933, as amended, to be dated on or about June 2014 (the "Registration Statement") relating to the registration of 81,400,000 ordinary shares of the Company (the "Ordinary Shares"). The Ordinary Shares are issuable under and in accordance with the terms of the TeleMatrix Group Executive Incentive Scheme (the "Scheme").
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2.
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For purposes of this opinion, our advice has been limited to considering:
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2.1
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the memorandum of incorporation of the Company;
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2.2
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the Registration Statement; and
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2.3
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the Scheme, as amended from time to time.
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3.
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We have relied solely on the above information that was made available to us. We give no opinion as to the accuracy of this information and we have made no independent investigation of factual matters or of the accuracy or the appropriateness of any financial, commercial or business matters.
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4.
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Our opinion is based on our interpretation of the documents referred to in paragraph 2 and applicable South African law as embodied in the South African Companies Act 71 of 2008 ("Companies Act"), and other relevant acts and related legislation, as well as judicial interpretations in force as at the date of this opinion. In particular, we do not purport to render an opinion on any matter governed by the law of any state of the United States of America or any federal law of the United States of America.
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5.
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Based on the above (including an analysis of the Registration Statement), and subject to the qualifications stated herein, we are of the opinion that the Ordinary Shares, when sold or issued in accordance with the provisions of the Scheme, the Companies Act, the Listings Requirements of the JSE Limited and the memorandum of incorporation of the Company, in each case as amended from time to time, will be validly issued and fully paid up.
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6.
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We hereby consent to be named in the Registration Statement as the attorneys who have passed opinion on the matters referred to herein. In addition, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any and all amendments thereto.
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