Exhibit 5.1

  

Bit Origin Ltd

Genesis Building, 5^th Floor

Genesis Close

George Town

PO Box 446

Grand Cayman KY1-1106

Cayman Islands

16 November 2023

Bit Origin Ltd (the Company)

We have acted as Cayman Islands legal advisers to the Company in connection with the Company's registration statement on Form F-3 (the Registration Statement) to be filed with the U.S. Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended (the Act), to date relating to the registration of up to US$50,000,000 of its securities to be issued by the Company from time to time, in one or more offerings, listed below (together, the Securities):

(a) ordinary shares of the Company of US$0.30 par value each (the Ordinary Shares);

(b) debt securities (the Debt Securities) to be issued pursuant to the applicable indenture to be entered into by the Company (the Debt Document);

(c) warrants to purchase Ordinary Shares, Debt Securities or any combination thereof (the Warrants) issuable pursuant to the terms of a warrant agreement to be entered into between the Company and a warrant agent for such Warrants thereunder, if any (the Warrant Document);

(d) rights to purchase Ordinary Shares (the Rights) to be issued under a rights agent agreement to be entered into between the Company and a rights agent, if any (the Rights Document);

(e) share purchase contracts obligating the holders to purchase from the Company and obligating the Company to sell to the holders, a specified number of Ordinary Shares or other securities at a future date or dates (the Share Purchase Contracts) to be issued under a purchase agreement or similar agreement to be entered into by the Company (the Share Purchase Contract Document); and/or

(f) share purchase units comprising Share Purchase Contracts and Debt Securities, Warrants or other securities (the Share Purchase Units) to be issued under a unit agreement, purchase agreement or similar agreement to be entered into by the Company (the Share Purchase Unit Document).

(g) units comprising some or all of the other Securities, in any combination (the Units) to be issued under a unit agreement, purchase agreement or similar agreement to be entered into by the Company (the Unit Document).

The Debt Document, Warrant Document, Rights Document, Share Purchase Contract Document, Share Purchase Unit Document and Unit Document are referred to herein collectively as Governing Documents.

   

The Debt Securities, the Warrants, the Rights, Share Purchase Contracts, Share Purchase Units and the Units are collectively referred to herein as Non-Equity Securities.

No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement other than as expressly stated herein with respect to the issue of the Securities.

Unless a contrary intention appears, all capitalised terms used in this opinion letter have the respective meanings set forth in the Registration Statement. The headings herein are for convenience only and do not affect the construction of this opinion letter.

1. Documents Reviewed

For the purposes of this opinion letter we have only examined a copy of each of the following documents:

(a) the certificate of incorporation of the Company dated 23 January 2018 and the certificate of incorporation on change of name of the Company dated 29 April 2022 (the Certificates of Incorporation);

(b) the amended and restated memorandum and articles of association of the Company, each adopted by special resolution dated 18 May 2023 (together, the M&A);

(c) the Company's register of directors and officers that was provided to us by the Company (together with the M&A, the Company Records);

(d) written resolutions of the board of directors of the Company passed on 15 2023 approving (among other things) the filing of the Registration Statement with the Commission (the Resolutions);

(e) a certificate of good standing dated 8 November 2023, issued by the Registrar of Companies (the Registrar) in the Cayman Islands (the Certificate of Good Standing); and

(f) the Registration Statement;

2. Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied upon the following assumptions, which we have not independently verified:

2.1 all original documents examined by us are authentic and complete;

2.2 copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;

2.3 where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of the draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

2.4 the accuracy and completeness of all factual representations made in the documents reviewed by us;

2.5 the genuineness of all signatures and seals;

2.6 the Resolutions are in full force and effect and have not been amended, revoked or superseded;

2.7 there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below;

2.8 the directors of the Company have not exceeded any applicable allotment authority conferred on the directors by the shareholders;

2.9 each director of the Company (and any alternate director) has disclosed to each other director any interest of that director (or alternate director) in the transactions contemplated by the Registration Statement in accordance with the M&A;

2.10 the Company is not insolvent, will not be insolvent and will not become insolvent as a result of executing, or performing its obligations under the Registration Statement and no steps have been taken, or resolutions passed, to wind up the Company or appoint a receiver in respect of the Company or any of its assets;

2.11 the Company Records were, when reviewed by us, and remain at the date of this opinion letter, accurate and complete;

2.12 the Certificate of Good Standing is accurate and complete as at the date of this opinion letter;

2.13 each of the parties to the Governing Documents other than the Company is duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws. Any individuals who are parties to the Governing Documents, or who sign or have signed documents or give information on which we rely, have the legal capacity under all relevant laws (including the laws of the Cayman Islands) to enter into and perform their obligations under such Governing Document, sign such documents and give such information;

2.14 each Governing Document and the Non-Equity Securities have been, or will be, authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws and, in respect of the Company, in the manner authorised by the directors of the Company;

2.15 the applicable Governing Documents will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the applicable governing law and all other relevant laws. If an obligation is to be performed in a jurisdiction outside the Cayman Islands, its performance will not be contrary to an official directive, impossible or illegal under the laws of that jurisdiction;

2.16 the choice of the governing law of the Governing Documents has, or will have, been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the relevant jurisdiction and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of that jurisdiction and all other relevant laws (other than the laws of the Cayman Islands);

2.17 no monies paid to or for the account of any party in respect of the Securities under the Governing Documents represent, or will represent, criminal property or terrorist property (as defined in the Proceeds of Crime Act (as amended) of the Cayman Islands and the Terrorism Act (as amended) of the Cayman Islands respectively) and none of the parties to the Governing Documents is acting or will act in relation to the transactions contemplated by the Governing Documents, in a manner inconsistent with sanctions imposed by Cayman Islands authorities, or United Nations or United Kingdom sanctions or measures extended by statutory instrument to the Cayman Islands by orders of Her Majesty in Council;

2.18 the Non-Equity Securities will respectively be issued and authenticated as required in accordance with the provisions of a duly authorised, executed and delivered applicable Governing Document and the Non-Equity Securities will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the applicable governing law and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands);

2.19 the form and terms of any and all Securities, the issuance and sale thereof by the Company, and the Company's incurrence and performance of its obligations thereunder or in respect thereof (including, without limitation, its obligations under any related agreement, indenture or supplement thereto) in accordance with the terms thereof will not violate the memorandum and articles of association of the Company then in effect nor any applicable law, regulation, order or decree in the Cayman Islands;

2.20 none of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence:

(a) the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company; and

(b) neither the execution or delivery of the Governing Documents nor the exercise by any party to the Governing Documents of its rights or the performance of its obligations under them contravene those laws or public policies.

2.21 there are no agreements, documents or arrangements (other than the documents expressly referred to in this opinion as having been examined by us) that materially affect or modify the Governing Documents or the transactions contemplated by Governing Documents or restrict the powers and authority of the Company in any way from entering into and performing its obligations under a duly authorised, executed and delivered Governing Documents;

2.22 the Company has obtained, or will obtain prior to execution, all consents, licences, approvals and authorisations of any governmental or regulatory authority or agency or of any other person that it is required to obtain pursuant to the laws of all relevant jurisdictions (other than those of the Cayman Islands) to ensure the legality, validity, enforceability, proper performance and admissibility in evidence of the Governing Documents. Any conditions to which such consents, licences, approvals and authorisations are subject have been, and will continue to be, satisfied or waived by the parties entitled to the benefit of them; and

2.23 all necessary corporate action will be taken to authorise and approve any issuance of Securities and the terms of the offering of such Securities thereof and other related matters and that the applicable definitive purchase, underwriting or similar agreement will be duly approved, executed and delivered by or on behalf of the Company and all other parties thereto.

3. Opinion

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1 The Company is incorporated under the Companies Act (as amended) of the Cayman Islands (the Companies Act), validly exists under the laws of the Cayman Islands as an exempted company and is in good standing with the Registrar. The Company is deemed to be in good standing on the date of issue of the Certificate of Good Standing if it:

(a) has paid all fees and penalties under the Companies Act; and

(b) is not, to the Registrar's knowledge, in default under the Companies Act.

3.2 With respect to the Ordinary Shares, when:

(a) the directors of the Company have taken all necessary corporate actions to approve the issuance and allotment of the Ordinary Shares, the terms of the offering of such Ordinary Shares and any other related matters;

(b) either (i) the provisions of the applicable definitive purchase, underwriting or similar agreement approved by the directors of the Company have been satisfied and payment of the consideration specified therein (being not less than the par value of the relevant Ordinary Shares) has been made, or (ii) if such Ordinary Shares are issuable upon conversion, exchange, redemption, repurchase or exercise of any other security, the terms of such security, the M&A or the instrument governing such security providing for such conversion, exchange, redemption, repurchase or exercise for Ordinary Shares, as approved by the directors of the Company, have been satisfied and the consideration approved by the directors of the Company (being not less than the par value of the relevant Ordinary Shares) received; and

(c) valid entry has been made in the register of members of the Company reflecting such issuance of Ordinary Shares, in each case in accordance with the M&A,

the Ordinary Shares will be recognised as having been duly authorised and validly issued, fully paid and non-assessable.

3.3 With respect to the Debt Securities, when:

(a) the directors of the Company have taken all necessary corporate actions to authorise and approve the creation and terms of the Debt Securities and to approve the issue thereof, the terms of the offering thereof and related matters;

(b) a Debt Document relating to the Debt Securities shall have been duly authorized and validly executed and unconditionally delivered by and on behalf of the Company and all the relevant parties thereunder; and

(c) the Debt Securities issued thereunder have been duly executed and delivered on behalf of the Company in the manner set forth in the applicable Debt Document relating to such issue of Debt Securities and delivered against due payment therefor pursuant to, and in accordance with, the terms of the Registration Statement and any relevant prospectus supplement,

the Debt Securities will be duly issued and delivered and will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

3.4 With respect to the Warrants, when:

(a) the directors of the Company have taken all necessary corporate actions to authorise and approve the creation and terms of the Warrants and to approve the issue thereof, the terms of the offering thereof and related matters;

(b) a Warrant Document relating to the Warrants shall have been duly authorized and validly executed and unconditionally delivered by the Company and the warrant agent thereunder; and

(c) the certificates representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the Warrant Document relating to the Warrants and the applicable definitive purchase, underwriting or similar agreement approved by the directors of the Company upon payment of the consideration therefor provided therein,

the Warrants will be duly authorized and validly issued and will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

3.5 With respect to the Rights, when:

(a) the directors of the Company have taken all necessary corporate actions to authorise and approve the creation and terms of the Rights and to approve the issue thereof, the terms of the offering thereof and related matters;

(b) a Rights Document relating to the Rights shall have been duly authorised and validly executed and unconditionally delivered by the Company and the financial institution designated as rights agent thereunder; and

(c) the certificates representing the Rights shall have been duly executed, countersigned, issued, registered and delivered in accordance with the Rights Document, and the applicable definitive purchase, underwriting or similar agreement approved by the directors of the Company upon payment of the consideration therefor provided therein,

the Rights will be duly authorised and validly issued and will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

3.6 With respect to each issue of Share Purchase Contracts, when:

(a) the directors of the Company have taken all necessary corporate actions to authorise and approve the creation and terms of the Share Purchase Contracts and to approve the issue of thereof, the terms of the offering thereof and related matters; and

(b) a Share Purchase Contracts Document relating to the Share Purchase Contracts shall have been duly authorised and validly executed and unconditionally delivered by the Company and the financial institution designated as unit agent thereunder;

the Share Purchase Contracts will be duly authorised and validly issued and will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

3.7 With respect to each issue of Share Purchase Units, when:

(a) the directors of the Company have taken all necessary corporate actions to authorise and approve the creation and terms of the Share Purchase Units and to approve the issue of the Securities which are components thereof, the terms of the offering thereof and related matters;

(b) a Share Purchase Unit Document relating to the Share Purchase Units shall have been duly authorised and validly executed and unconditionally delivered by the Company and the financial institution designated as unit agent thereunder;

(c) in respect of any Debt Securities which are components of the Share Purchase Units, the Debt Securities shall have been duly authorized and validly executed and unconditionally delivered by the Company and all relevant parties thereunder;

(d) in respect of any Warrants which are components of the Share Purchase Units, a Warrant Document shall have been duly authorized and validly executed and unconditionally delivered by the Company and the warrant agent thereunder, if any, in respect of any Warrants which are components of the Share Purchase Units; and

(e) the Share Purchase Units and any Securities which are components of the Share Purchase Units shall have been duly executed, countersigned, authenticated, issued, registered and delivered (in each case, as and when applicable), in accordance with the provisions of (i) the applicable Share Purchase Unit Document relating to the Share Purchase Units, (ii) the applicable Debt Document relating to any Debt Securities which are components of the Share Purchase Units, (iii) the applicable Warrant Document relating to any Warrants which are components of the Share Purchase Units, and (iv) the applicable definitive purchase, underwriting or similar agreement approved by the directors of the Company, and upon payment of the consideration therefor provided therein,

the Share Purchase Units will be duly authorised and validly issued and will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

3.8 With respect to each issue of Units, when:

(a) the directors of the Company have taken all necessary corporate actions to authorise and approve the creation and terms of the Units and to approve the issue of the Securities which are components thereof, the terms of the offering thereof and related matters;

(b) a Unit Document relating to the Units shall have been duly authorised and validly executed and unconditionally delivered by the Company and the financial institution designated as unit agent thereunder;

(c) in respect of any Debt Securities which are components of the Units, the Debt Securities shall have been duly authorized and validly executed and unconditionally delivered by the Company and all relevant parties thereunder;

(d) in respect of any Warrants which are components of the Units, a Warrant Document shall have been duly authorized and validly executed and unconditionally delivered by the Company and the warrant agent thereunder, if any, in respect of any Warrants which are components of the Units; and

(e) the Units and any Securities which are components of the Units shall have been duly executed, countersigned, authenticated, issued, registered and delivered (in each case, as and when applicable), in accordance with the provisions of (i) the applicable Unit Document relating to the Units, (ii) the applicable Debt Document relating to any Debt Securities which are components of the Units, (iii) the applicable Warrant Document relating to any Warrants which are components of the Units, and (iv) the applicable definitive purchase, underwriting or similar agreement approved by the directors of the Company, and upon payment of the consideration therefor provided therein,

the Units will be duly authorised and validly issued and will constitute legal, valid and binding obligations of the Company.

4. Qualifications

4.1 We offer no opinion:

(a) as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion letter, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Registration Statement and the Governing Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands;

(b) except to the extent that this opinion letter expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement or any of the Governing Documents, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement, the Governing Documents and any other agreements into which the Company may have entered or any other documents; or

(c) as to whether the acceptance, execution or performance of the Company's obligations under the Governing Documents will result in the breach of or infringe any other agreement, deed or document (other than the M&A) entered into by or binding on the Company.

4.2 Under the Companies Act, annual returns in respect of the Company must be filed with the Registrar of Companies in the Cayman Islands, together with the payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Registrar of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

4.3 Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion letter or otherwise with respect to the commercial terms of the transactions the subject of this opinion letter.

4.4 We have made no enquiries into the Company's good standing with respect to any filing or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

4.5 In this opinion letter the phrase non-assessable means, with respect to Ordinary Shares, that a member shall not, solely by virtue of its status as a member, be liable for additional assessments or calls on the Ordinary Shares by the Company or its creditors (except in exceptional circumstances and subject to the M&A, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

4.6 We reserve our opinion as to the extent to which the courts of the Cayman Islands would, in the event of any relevant illegality or invalidity, sever the relevant provisions of the Governing Documents and the Non-Equity Securities and enforce the remainder of the Governing Documents and Non-Equity Securities or the transaction of which such provisions form a part, notwithstanding any relevant express provisions in this regard.

5. Consent

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our name under the headings Taxation – Cayman Islands Taxation, Legal Matters and Enforceability of Civil Liabilities in the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Act or that we come within the category of persons whose consent is required under Section 7 of the Act, as amended, or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully

/s/ Mourant Ozannes (Cayman) LLP

Mourant Ozannes (Cayman) LLP