EX-5.1 2 ea025424701ex5-1_webull.htm OPINION OF OGIER, CAYMAN ISLANDS COUNSEL TO THE REGISTRANT

Exhibit 5.1

 

 

 

Webull Corporation

200 Carillon Parkway

St. Petersburg, Florida 33716

  D   +852 6595 3937 / +852 3656 6073
 

E   

nicholas.plowman@ogier.com /

rachel.huang@ogier.com

   
  Reference: NJP/RYH/505546.00003

 

27 August 2025

 

Dear Sirs

 

Webull Corporation (the Company)

 

We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form S-8, including all amendments and supplements thereto (the Registration Statement), to be filed on or about the date hereof with the U.S. Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended to date (the Act). The Registration Statement relates to the reservation for issuance of 44,400,984 class A ordinary shares of a par value of US$0.00001 each (the ESOP Shares), upon the granting of certain awards under the Company’s 2021 global share incentive plan effective on 5 November 2021 (the Plan).

  

We are furnishing this opinion as Exhibits 5.1 and 23.2 to the Registration Statement.

 

1Documents examined

 

For the purposes of giving this opinion, we have examined copies or drafts of the following documents:

 

(a)the certificate of incorporation of the Company dated 2 September 2019 issued by the Registrar of Companies of the Cayman Islands (the Registrar);

 

(b)the second amended and restated memorandum and articles of association of the Company adopted by way of special resolutions passed and effective on 8 June 2021 and filed with the Registrar on 10 June 2021 (the 2021 Memorandum and the 2021 Articles);

 

(c)the fourth amended and restated memorandum and articles of association of the Company adopted by way of special resolutions passed and effective on 26 April 2023 and filed with the Registrar on 28 April 2023 (the 2023 Memorandum and the 2023 Articles);

 

Ogier

Providing advice on British Virgin Islands,
Cayman Islands and Guernsey laws

 

Floor 11 Central Tower

28 Queen’s Road Central

Central

Hong Kong

 

T +852 3656 6000

F +852 3656 6001

ogier.com

Partners

Nicholas Plowman

Nathan Powell

Anthony Oakes

Oliver Payne

Kate Hodson

David Nelson

Justin Davis

Joanne Collett

Dennis Li

Cecilia Li

Rachel Huang**

Yuki Yan**

Florence Chan*

Richard Bennett**

James Bergstrom

 

 

* admitted in New Zealand

** admitted in England and Wales

not ordinarily resident in Hong Kong

 

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(d)the fifth amended and restated memorandum and articles of association of the Company adopted by a special resolution passed on 3 December 2024 and effective on 10 April 2025 and filed with the Registrar on 16 April 2025 (the Memorandum and the Articles);

 

(e)a certificate of good standing dated 5 August 2025 issued by the Registrar in respect of the Company (the Good Standing Certificate);

 

(f)the listed register of members of the Company provided to us on 19 August 2025 showing the issued share capital of the Company as at 18 August 2025 as 410,508,855 class A ordinary shares of a par value of US$0.00001 each and 82,988,016 class B ordinary shares of a par value of US$0.00001 each (the Listed Register of Members);

 

(g)the register of directors and officers of the Company filed with the Registrar on 16 June 2025 (the Register of Directors, together with the Listed Register of Members, the Registers);

 

(h)a certificate from a director of the Company dated 27 August 2025 as to certain matters of facts (the Director's Certificate);

 

(i)the Register of Writs at the office of the Clerk of Courts in the Cayman Islands as inspected by us on 26 August 2025 (the Register of Writs);

 

(j)a search on the Cayman Online Registry Information Service conducted against the Company at the Registrar on 26 August 2025 (the CORIS Search);

 

(k)copies of the written resolutions of all the directors of the Company passed on 5 November 2021 and 9 April 2025 (collectively, the Board Resolutions), and minutes of the regular meeting of the board of directors of the Company held on 3 December 2024 dated 3 December 2024 (the Board Minutes, together with the Board Resolutions, the Board Approvals), approving, among other things, the Company's filing of the Registration Statement, the adoption of the Plan, issuance of the ESOP Shares and adjustments of the number of ESOP Shares issuable under the Plan;

 

(l)the Plan; and

 

(m)the Registration Statement.

 

2Assumptions

 

In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

 

(a)all original documents examined by us are authentic and complete;

 

(b)all copies of documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

 

(c)all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;

 

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(d)each of the Good Standing Certificate, the Registers, and the Director’s Certificate is accurate and complete as at the date of this opinion;

 

(e)the CORIS Search which we have examined is accurate and that the information disclosed by the CORIS Search is true and complete and that such information has not since been altered;

 

(f)the Register of Writs constitutes a complete and accurate record of the proceedings affecting the Company before the Grand Court of the Cayman Islands as at the time we conducted our investigation of such register;

 

(g)all copies of the Registration Statement are true and correct copies and the Registration Statement conforms in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

 

(h)the Board Approvals remain in full force and effect and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Plan and the Registration Statement and no director has a financial interest in or other relationship to a party of the transactions contemplated in the Plan and/or the Registration Statement which has not been properly disclosed in any of the Board Approvals;

 

(i)each of the Plan and the Registration Statement has been duly authorised and duly executed and unconditionally delivered by or on behalf of the Company in accordance with all relevant laws (other than the laws of the Cayman Islands);

 

(j)one of the persons within the category of persons nominated in the Board Resolutions as authorised to execute the Plan, the Registration Statement and the documents contemplated thereunder on behalf of the Company in fact executed those documents with the intention to bind the Company;

 

(k)each of the Plan and the Registration Statement is legal, valid and binding and enforceable against all relevant parties in accordance with its terms under relevant law (other than, with respect to the Company, the laws of the Cayman Islands);

 

(l)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;

 

(m)the ESOP Shares shall be issued at an issue price in excess of the par value thereof;

 

(n)the capacity, power, authority and legal right of the Company under all relevant laws and regulations (other than the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform its obligations under the Plan;

 

(o)no moneys paid to or for the account of any party under the Plan represent, or will represent, criminal property or terrorist property (as defined in the Proceeds of Crime Act (Revised), and the Terrorism Act (Revised) respectively). None of the parties to the Plan is acting or will act in relation to the transactions contemplated by the Plan, 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 His Majesty in Council;

 

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(p)the Company has received, or will receive, money or money’s worth (the Consideration) in consideration for the issue of the ESOP Shares, and none of the ESOP Shares have, or will be, issued for less than their par value;

 

(q)neither the directors nor the shareholders of the Company have taken any steps to appoint a liquidator of the Company and no receiver or restructuring officer has been appointed over any of the Company’s property or assets;

 

(r)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:

 

(i)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

 

(ii)neither the execution or delivery of the Plan nor the exercise by any party to the Plan of its rights or the performance of its obligations under them contravene those laws or public policies;

 

(s)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 Plan or the transactions contemplated by the Plan or restrict the powers and authority of the Company in any way; and

 

(t)none of the transactions contemplated by the Plan relate to any partnership interests, shares, voting rights in a Cayman Islands company, limited liability company, limited liability partnership, limited partnership, foundation company, exempted limited partnership, or any other person that may be prescribed in regulations from time to time (a Legal Person) or to the ultimate effective control over the management of a Legal Person (the Relevant Interests) that are subject to a restrictions notice issued pursuant to the Beneficial Ownership Transparency Act (Revised) of the Cayman Islands (a Restrictions Notice).

 

3Opinions

 

On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:

 

Valid Issuance of ESOP Shares

 

(a)the ESOP Shares to be offered and issued by the Company pursuant to the provisions of the Plan, having been duly authorised and, when issued by the Company upon:

 

(i)payment in full of the Consideration as set out in the provisions of the Plan and in accordance with the provisions of the Plan, the then effective memorandum and articles of association of the Company, the Board Approvals; and

 

(ii)the entry of those ESOP Shares as fully paid on the register of members of the Company,

 

shall be validly issued, fully paid and non-assessable.

 

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4Limitations and Qualifications

 

4.1We 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, 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 Plan and/or the Registration Statement to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; or

 

(b)except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, 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 and any other agreements into which the Company may have entered or any other documents.

 

4.2Under the Companies Act (as revised) of the Cayman Islands (the Companies Act), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

 

4.3Under the Companies Act annual returns in respect of the Company must be filed with the Registrar, together with 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 Register 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.

 

4.4In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing with respect to any filings 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.

 

4.5In this opinion, the phrase “non-assessable” means, with respect to the ESOP Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the ESOP 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 circumstance in which a court may be prepared to pierce or lift the corporate veil).

 

4.6Our examination of the Register of Writs cannot conclusively reveal whether or not there is:

 

(a)any current or pending litigation in the Cayman Islands against the Company; or

 

(b)any application for the winding up or dissolution of the Company or the appointment of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets,

 

as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.

 

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5Governing law of this opinion

 

5.1This opinion is:

 

(a)governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

 

(b)limited to the matters expressly stated in it; and

 

(c)confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

 

5.2Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

 

6Reliance

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. 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 Act or the Rules and Regulations of the Commission thereunder.

 

This opinion may be used only in connection with the issuance of the ESOP Shares while the Registration Statement is effective.

 

Yours faithfully  
   
/s/ Ogier  
Ogier