EX-5.1 2 tm2524243d2_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

Our ref      VSL/760703-000005/33008988v2

 

Quhuo Limited

3F, Building A, Xin'anmen, No. 1 South Bank

Huihe South Street, Chaoyang District

Beijing, People's Republic of China

 

26 August 2025

 

Quhuo Limited

 

We have acted as Cayman Islands legal advisers to Quhuo Limited (the "Company") in connection with the Company’s registration statement on Form F-3 (File No. 333-273087), including all amendments or supplements thereto (the "Registration Statement"), declared effective by the Securities and Exchange Commission (the “Commission”) on November 22, 2023 under the U.S. Securities Act of 1933, as amended, the base prospectus included therein and the prospectus supplement dated 26 August 2025 (the “Prospectus Supplement”) relating to the sale of American depositary shares (the "ADSs") each representing nine hundred (900) Class A ordinary shares, $0.0001 par value per share, of the Company (the "Shares") by the Company in accordance with the Sales Agreement dated 26 August 2025 (the “Sales Agreement").

 

We are furnishing this opinion and consent as Exhibits 5.1 and 23.1 to the Company’s report on Form 6-K which will be incorporated by reference into the Registration Statement and the Prospectus Supplement (the “Form 6-K”).

 

1Documents Reviewed

 

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

 

1.1The certificate of incorporation of the Company dated 13 June 2019 issued by the Registrar of Companies in the Cayman Islands.

 

1.2The third amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 19 February 2024 (the "Memorandum and Articles").

 

1.3The minutes ("Board Minutes") of the meeting of the board of directors of the Company held on 7 August 2025 ("Board Meeting") and the written resolutions of the board of directors of the Company dated 21 August 2025 (the "Board Resolutions").

 

1.4A certificate of good standing dated 22 August 2025, issued by the Registrar of Companies in the Cayman Islands (the "Certificate of Good Standing").

 

1.5A certificate from a director of the Company, a copy of which is attached hereto (the "Director's Certificate").

 

1.6The Registration Statement and the Form 6-K.

 

1.7The Prospectus Supplement.

 

1.8The Sales Agreement.

 

 

 

2Assumptions

 

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 (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1Copies 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.

 

2.2All signatures, initials and seals are genuine.

 

2.3There is nothing contained in the minute book or corporate records of the Company (which, other than the records set out in paragraphs 1.1 to 1.4 of this opinion letter, we have not inspected) which would or might affect the opinions set out below.

 

2.4There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below.

 

3Opinion

 

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:

 

3.1The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

 

3.2The authorised share capital of the Company is US$500,000 divided into 5,000,000,000 shares comprising of (i) 3,000,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, (ii) 6,296,630 Class B Ordinary Shares of a par value of US$0.0001 each, and (iii) 1,993,703,370 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors of the Company may determine in accordance with the Memorandum and Articles.

 

3.3The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Prospectus Supplement and the Sales Agreement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders).

 

3.4The statements under the heading "Taxation" in the Prospectus Supplement forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

 

4Qualifications

 

4.1In this opinion letter the phrase "non-assessable" means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, 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).

 

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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 or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.

 

We hereby consent to the filing of this opinion as an exhibit to the Form 6-K and to the reference to our name under the headings "Enforceability of Civil Liabilities" and "Legal Matters" and elsewhere in the Registration Statement and the Prospectus Supplement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

 

Yours faithfully

 

/s/ Maples and Calder (Hong Kong) LLP

 

Maples and Calder (Hong Kong) LLP

 

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