EX-5.1 2 a17-28683_1ex5d1.htm EX-5.1

Exhibit 5.1

 

 

Office:

+852 2801 6066

Mobile:

+852 6621 8994

rthorp@traversthorpalberga.com

 

To:

Vipshop Holdings Limited

 

No. 20 Huahai Street

 

Liwan District, Guangzhou 510370

 

The People’s Republic of China

 

21 December 2017

 

Dear Sirs

 

Vipshop Holdings Limited

 

We have examined the Registration Statement on Form S-8 to be filed by Vipshop Holdings Limited, 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 5,237,297 class A ordinary shares of the Registrant (the “Shares”) for issuance pursuant to the 2014 Share Incentive Plan adopted on 1 July 2014 (the “Plan”) which were automatically added to the Plan, effective 1 January 1 2015, 1 January 2016 and 1 January 2017, pursuant to the Plan’s evergreen provisions.

 

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 board resolutions authorizing the issue dated 1 July 2014 and the minutes of a meeting of the shareholders dated 15 September pursuant to which the shareholders of the Company resolved that all shares issued under the Plan shall be class A ordinary shares of the Company.

 

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

 

 

Tel:  +852 2801 6066    1205A The Centrium

 

Fax: +852 2801 6767    60 Wyndham Street

 

www.traversthorpalberga.com Central HONG KONG Cayman Islands & British Virgin Islands Attorneys-at-Law

 

Resident Hong Kong Partners: Richard Thorp, Jos Briggs (England & Wales), Lucy Nicklas (New South Wales, Australia), Julie Engwirda