We have acted as Cayman Islands counsel to Reebonz Holding Limited (the “Company”) to provide this legal opinion in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933 (the “Act”), as amended, (including its exhibits, the “Registration Statement”) relating to the resale by certain members (shareholders) of the Company of 14,739,757 ordinary shares, par value $0.0008 per share (the “Resale Shares”) which includes (i) 12,533,423 ordinary shares which may be issued upon conversion of a convertible promissory note issued in a private placement in September 2019 (the “Convertible Note”) and (ii) 2,206,334 ordinary shares held by current shareholders which may be offered for sale from time to time by the selling shareholders. We are providing this opinion as Exhibits 5.1 and 23.2 to the Registration Statement.

For the purposes of giving this opinion, we have examined and relied upon the originals, or copies of the documents listed in Schedule 1.

In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.

We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction.

Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.

1. The Company is duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and in good standing with the Registrar of Companies in the Cayman Islands.

Delany Law ►Dinner Martin ►Maclay Murray & Spens ►Gallo Barrios Pickmann ►Muñoz ►Cardenas & Cardenas ►Lopez Velarde ►Rodyk ►OPF Partners ► 大成 ► McKenna Long

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2. The issue and allotment of the Resale Shares including those which may be issued on exercise of the Convertible Note will be validly issued, fully paid and non-assessable.

As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit, the benefit of your legal advisers acting in that capacity and the benefit of the holders of Ordinary Shares, Warrants and Warrant Shares in relation to the Registration Statement and may not be relied upon by any other person without our prior written consent.

1. The certificate of incorporation dated 27 July 2018, the memorandum and articles of association of the Company as registered or adopted on 27 July 2018 (the “Memorandum and Articles”);

2. The register of directors of the Company provided by its registered office (the “Register of Directors”);

3. The first amended and restated memorandum and articles of association of the Company adopted by special resolution adopted by special resolution passed with effect on 19 December 2018 (the ” First Amended and Restated Memorandum and Articles”);

4. The second amended and restated memorandum and articles of association of the Company adopted by special resolution adopted by special resolution passed with effect on 19 February 2019 (the “Second Amended and Restated Memorandum and Articles”) (together with the Memorandum and Articles, the Register of Directors and the First Amended and Restated Memorandum and Articles collectively referred to as the “Company Records”).

5. A certificate of good standing with respect to the Company issued by the Registrar of Companies dated 1 November, 2019 (the “Certificate of Good Standing”).

6. A Securities Purchase Agreement entered into by and among the Company and the buyers named therein (collectively the “Holders”) pursuant to which the Company issued the Holders senior secured convertible notes (the “Notes”) convertible into the Company’s ordinary shares, $0.0008 par value per share (the “Share Purchase Agreement”).

7. The unanimous written resolutions of the Board of Directors of the company dated 26 August, 2019 (the “Board Resolutions”).

1. Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

3. The Memorandum and Articles are the memorandum and articles of association of the Company and are in force at the date hereof.

4. The Company Records are complete and accurate and all matters required by law and the Memorandum and Articles to be recorded therein are completely and accurately so recorded.

5. There are no records of the Company (other than the Company Records), agreements, documents or arrangements other than the documents expressly referred to herein as having been examined by us which restrict the powers and authority of the Directors of the Company in any way or which would affect any opinion given herein.

6. No resolution voluntarily to wind up the Company has been adopted by the members and no event of a type which is specified in the Memorandum and Articles (as amended) as giving rise to the winding up of the Company (if any) has in fact occurred.