[FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SGOCO Group, Ltd. Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Guanke Technology Park, Luoshan Jinjiang City, Fujian, China 362200 +86 (595) 8200-5598 Corporation Service Company 2711 Centerville Road, Suite 400 Wilmington, DE 19808 (Name, address and telephone number of agent for] [19 August 2011 Matter No.: 876139 Doc Ref: 371811 852 2842 9530 Richard.Hall@conyersdill.com SGOCO Group, Ltd. GuankeTechnology Park Loushan, Jinjiang City, Fujian People’s Republic of China 362200 Dear Sirs, Re: SGOCO Group, Ltd. (the “Company”) For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i) the Registration Statement; (ii) the prospectus] [Suite 900 (202) 585-8000 Fax: (202) 585-8080 Guanke Technology Park, Luoshan Jinjiang City, Fujian, China 362200 Company Securities Act Registration Statement Prospectus Hambrecht Asia Unit Purchase Option Unit Unit Shares We have acted as special counsel to SGOCO Group, Ltd., a Cayman Islands corporation (the “ We are admitted to the Bar in the State of New York. We express] [Consent of Independent Registered Public Accounting Firm SGOCO Group, Ltd. and Subsidiaries We hereby consent to the use of our report dated April 28, 2011, with respect to the consolidated balance sheets of SGOCO Group, Ltd. and Subsidiaries (the “Company”) as of December 31, 2010 and 2009 and the related consolidated statements of income and other comprehensive income, shareholders’ equity]