EX-5.1 2 tm2324736d1_ex5-1.htm EXHIBIT 5.1

Exhibit 5.1

 

 

 

Office:+852 2801 6066
Mobile:+852 9718 8740
Email:rthorp@tta.lawyer

 

To:51Talk Online Education Group
 2nd Floor, Harbour Place
 103 South Church Street
 P.O. Box 472, George Town
 Grand Cayman KYI-1106
 Cayman Islands

 

28 August 2023

 

Dear Sirs

 

51Talk Online Education Group

 

We have examined the Registration Statement on Form S-8 to be filed by 51Talk Online Education Group, a Cayman Islands exempted company incorporated with limited liability (the "Registrant"), with the Securities and Exchange Commission (the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended, of an amount of Class A Ordinary Shares of the Registrant (the "Shares") for issuance pursuant to the 2016 Share Incentive Plan (the "Plan").

 

As Cayman Islands counsel to the Registrant, we have examined the corporate authorisations of the Registrant in connection with the Plan and the issue of the Shares by the Registrant and have assumed that the Shares will be issued in accordance with the Plan and the resolutions authorizing the issue.

 

It is our opinion that the Shares to be issued by the Registrant have been duly and validly authorised, and when issued, sold and paid for in the manner described in the Plan and in accordance with the relevant resolutions adopted by the Board of Directors of the Registrant (or any committee to whom the Board of Directors have delegated their powers with respect to administration of the Plan) and when appropriate entries have been made in the Register of Members of the Registrant, will be legally issued, fully paid and nonassessable.

 

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto.

 

Yours faithfully  
   
/s/ TRAVERS THORP ALBERGA  
TRAVERS THORP ALBERGA