S-8

As filed with the Securities and Exchange Commission on August 31, 2021

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

QUOTIENT LIMITED

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands	Not applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
B1, Business Park Terre Bonne, Route de Crassier 13, 1262 Eysins, Switzerland 011-41-22-716-9800	Not applicable
(Address of Principal Executive Offices)	(ZIP Code)

Inducement Share Option Award

Inducement Restricted Share Unit Award

Inducement Performance-Based Restricted Share Unit Award

(Full Title of the Plan)

Jeremy Stackawitz

Quotient Biodiagnostics, Inc.

301 South State Street, Suite S-204

Newtown, Pennsylvania 18940

(215) 497-8820

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Kathleen Werner, Esq.

Clifford Chance US LLP

31 West 52nd Street

New York, NY 10019

(212) 878-8000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ordinary shares of no par value
— Inducement Share Option Award	275,000 shares(2)	$3.04(3)	$836,000.00(3)	$91.21
— Inducement Restricted Share Unit Award	275,000 shares(2)	$3.04(3)	$836,000.00(3)	$91.21
— Inducement Performance-Based Restricted Share Unit Award	475,000 shares(2)	$3.04(3)	$1,444,000.00(3)	$157.54
TOTAL	1,025,000 shares	—	$3,116,000.00	$339.96

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional ordinary shares of no par value (“Ordinary Shares”), that become issuable in respect of the securities identified in the above table by reason of any share dividend, share split, recapitalization or similar transaction effected without the receipt of consideration that increases the number of outstanding Ordinary Shares.

(2) The Ordinary Shares referenced in this footnote (2) will be granted as an inducement material to an employee’s acceptance of employment with the Registrant, in accordance with the inducement grant exception under Nasdaq Rule 5635(c)(4).

(3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act based upon the average of the high and low sales prices of the Ordinary Shares reported on The Nasdaq Global Market on August 30, 2021.

EXPLANATORY NOTE

This registration statement on Form S-8 is being filed by Quotient Limited (the “Registrant”) for the purpose of registering ordinary shares of no par value of the Registrant (the “Ordinary Shares”) that may be issued upon the vesting of the following separate awards to two newly hired individuals:

(a) up to (i) 110,993 performance share units upon the achievement of specified performance criteria; (ii) 64,259 restricted share units that will vest pro rata in three annual installments beginning on the first anniversary of the grant date; and (iii) 64,259 share options that will vest pro rata in three annual installments beginning on the first anniversary of the grant date; and

(b) up to (i) 364,007 performance share units upon the achievement of specified performance criteria; (ii) 210,741 restricted share units, of which 50% will vest on the first anniversary of the grant date and of which 25% will vest pro rata on each of the second and third anniversaries of the grant date; and (iii) 210,741 share options that will vest pro rata in three annual installments beginning on the first anniversary of the grant date.

These awards were issued outside of the Registrant’s 2014 Stock Incentive Plan, were approved by the board of directors of the Registrant (the “Board”) and the Remuneration Committee of the Board and issued pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4), as an inducement that is material to an employee’s entering into employment with the Registrant.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the SEC.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

In this registration statement, Quotient Limited is sometimes referred to as “Registrant,” “we,” “us” or “our.”

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the registrant with the SEC are hereby incorporated by reference herein, and shall be deemed to be a part of, this registration statement:

• The Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed with the SEC on June 3, 2021 pursuant to Section 13 of the Exchange Act;

• The Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 5, 2021;

• The Current Reports on Form  8-K filed with the SEC on July  2, 2021 (but only with respect to Item 5.02 thereto) and August 11, 2021 (but only with respect to Item 5.02 thereto);

• The Definitive Proxy Statement on Schedule 14A filed with the SEC on July 23, 2021 pursuant to Section 14(a) of the Exchange Act (but only with respect to information required by Part  III of our Annual Report on Form 10-K for the year ended March 31, 2021); and

• The description of our ordinary shares contained in Exhibit 4.19 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed with the SEC on June 3, 2021, which updated the description thereof contained in our Amendment No. 3 to the Registration Statement on Form 8-A/A (File No. 001-36415), filed with the SEC on October 30, 2015 pursuant to Section 12(b) of the Exchange Act.

In addition, all documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part of it from the respective dates of filing such documents; except as to any portion of any future annual, quarterly or current report or other document that is deemed furnished and not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

We have entered into indemnification agreements with our directors and certain of our officers which may require us to indemnify them against liabilities that may arise by reason of their status or service as directors or officers

(other than with respect to claims where they are determined to have breached their fiduciary duties to us), and to advance their expenses, including legal expenses, incurred as a result of any investigation, suit or other proceeding against them as to which they could be indemnified. Generally, the maximum obligation under such indemnifications is not explicitly stated and, as a result, the overall amount of these obligations cannot be reasonably estimated. If we were to incur a loss in connection with these arrangements, it could affect our business, operating results and financial condition.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Reference is made under this Item 8 to the exhibit index included in this registration statement.

Item 9. Undertakings.

(1) The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(2) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the

registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX

Exhibit Number	Description
4.1	Form of Ordinary Shares Certificate (Filed as Exhibit 4.1 of Amendment No. 4 to our Registration Statement on Form S-1 (File No. 333-194390) on April 14, 2014 and incorporated herein by reference).
4.2	Form of Performance Share Award Agreement (Filed as Exhibit 4.2 to our Registration Statement on Form S-8 (File No. 333-254866), on March 30, 2021 and incorporated herein by reference).
5.1*	Opinion of Carey Olsen Jersey LLP
23.1*	Consent of Ernst & Young LLP
23.2*	Consent of Carey Olsen Jersey LLP (included in Exhibit 5.1)
24.1*	Power of Attorney (included on signature page)
99.1	Quotient Limited 2014 Stock Incentive Plan, as adopted on March 31, 2014, amended and restated on October  28, 2016, further amended and restated on October 31, 2018, and further amended and restated on October  29, 2020 (incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 2, 2020).

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Eysins, Switzerland on August 31, 2021.

QUOTIENT LIMITED
By:	/s/ MANUEL O. MÉNDEZ
	Name: Manuel O. Méndez
	Title:   Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Manuel O. Méndez, Peter Buhler and Vittoria Bonasso and each of them, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and any additional related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (including post-effective amendments to the registration statement and any such related registration statements), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ MANUEL O. MÉNDEZ Manuel O. Méndez	Chief Executive Officer and Director (Principal Executive Officer)	August 31, 2021
/s/ PETER BUHLER Peter Buhler	Chief Financial Officer (Principal Financial Officer)	August 31, 2021
/s/ VITTORIA BONASSO Vittoria Bonasso	Head of Finance & Group Controller (Principal Accounting Officer)	August 31, 2021
/s/ ISABELLE BUCKLE Isabelle Buckle	Director	August 31, 2021
/s/ FREDERICK HALLSWORTH Frederick Hallsworth	Director	August 31, 2021
/s/ CATHERINE LARUE Catherine Larue	Director	August 31, 2021
/s/ BRIAN MCDONOUGH Brian McDonough	Director	August 31, 2021
/s/ ZUBEEN SHROFF Zubeen Shroff	Director	August 31, 2021
/s/ HEINO VON PRONDZYNSKI Heino von Prondzynski	Director	August 31, 2021
/s/ JOHN WILKERSON John Wilkerson	Director	August 31, 2021
/s/ JEREMY STACKAWITZ Jeremy Stackawitz	Authorized Representative in the United States	August 31, 2021

EX-5.1

Exhibit 5.1

Carey Olsen Jersey LLP 47 Esplanade St Helier Jersey JE1 0BD Channel Islands   T  +44 (0)1534 888900 F  +44 (0)1534 887755 E  jerseyco@careyolsen.com

Our ref             JMW/TMS/1043601/0022

Quotient Limited

28 Esplanade

St Helier

Jersey JE2 3QA

31 August 2021

Dear Sirs and Mesdames

Quotient Limited (the “Company”): Registration under the US Securities Act of 1933, as amended (the “Securities Act”) of an aggregate of 1,025,000 ordinary shares that may be issued upon the vesting and settlement of 275,000 restricted share units and 475,000 performance-based restricted share units and the exercise of 275,000 share options

1. Background

1.1 The Company has asked us to provide this Opinion in connection with the filing of a Form S-8 Registration Statement (the “Registration Statement”) in relation to the registration of an aggregate of 1,025,000 ordinary shares of no par value in the Company (those shares, the “Shares”) that will be issued upon the vesting and settlement of 275,000 restricted share units (“RSUs”), the vesting and settlement of 475,000 performance-based restricted share units (the “PSUs”) and the exercise of 275,000 share options (“Share Options”) (the RSUs, PSUs and the Share Options together, the “Inducement Awards”). For the purposes of this Opinion, the number of RSUs, PSUs and Share Options has been determined based in part upon recent trading activity of the Company’s ordinary shares on the Nasdaq Global Market. The actual number of such ordinary shares will be determined on the actual grant date of the awards.

1.2 In this Opinion “non-assessable” means, in relation to a share in the share capital of a Jersey company, that the purchase price for which the Company agreed to issue and sell that share has been paid in full to the Company, so that no further sum is payable to the Company or its creditors by any holder of that share solely because of being the holder of such share.

Carey Olsen Jersey LLP is registered as a limited liability partnership in Jersey with registered number 80.

BERMUDA     BRITISH VIRGIN ISLANDS     CAYMAN ISLANDS     GUERNSEY     JERSEY   CAPE TOWN     HONG KONG     LONDON     SINGAPORE

Quotient Limited

31 August 2021

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1.3 The Shares form the total amount of ordinary shares that may be issued under the Inducement Awards to two individual grantees (“Grantee One” and “Grantee Two”, respectively) and such Inducement Awards are to be issued to Grantee One and Grantee Two, as applicable, pursuant to:

1.3.1 (a) an option award agreement to be entered into between the Company and Grantee One, pursuant to which Grantee One shall have the option of purchasing up to 64,259 ordinary shares in the capital of the Company and (b) an option award agreement to be entered into between the Company and Grantee Two, pursuant to which Grantee Two shall have the option of purchasing up to 210,741 ordinary shares in the capital of the Company (together, the “Share Option Agreements”);

1.3.2 (a) an RSU agreement to be entered into between the Company and Grantee One, pursuant to which such RSUs shall vest over time (subject to the conditions therein) and shall be settled by way of issue of 1 ordinary share in the capital of the Company per RSU held (up to 64,259) and (b) an RSU agreement to be entered into between the Company and Grantee Two, pursuant to which such RSUs shall vest over time (subject to the conditions therein) and shall be settled by way of issue of 1 ordinary share in the capital of the Company per RSU held (up to 210,741) (together, the “RSU Agreements”);

1.3.3 (a) a performance-based restricted share unit award agreement to be entered into between the Company and Grantee One, pursuant to which PSUs shall vest (subject to the conditions therein) and shall be settled by way of issue of 1 ordinary share in the capital of the Company per PSU held (up to 110,993) and (b) a performance-based restricted share unit award agreement to be entered into between the Company and Grantee Two, pursuant to which PSUs shall vest (subject to the conditions therein) and shall be settled by way of issue of 1 ordinary share in the capital of the Company per PSU held (up to 364,007) (together, the “PSU Agreements”) (the Share Option Agreements, the RSU Agreements and the PSU Agreements, together the “Share Agreements”); and

1.3.4 (a) an employment agreement between Grantee One and the Company dated 20 August 2021 (the “Grantee One Employment Agreement”) and (b) an employment agreement between Grantee Two and the Company dated 9 August 2021 (the “Grantee Two Employment Agreement”) (the Grantee One Employment Agreement and the Grantee Two Employment Agreement, together the “Employment Agreements”).

1.4 We should like to make the following observations:

1.4.1 We have not been responsible for investigating or verifying the accuracy of the facts (including statements of foreign law), or the reasonableness of any statement of opinion or intention, contained in or relevant to any document referred to in this Opinion, or that no material facts have been omitted therefrom, save as expressly set out herein.

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31 August 2021

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1.4.2 We express no opinion as to whether the Documents as defined below, singular or together, contain all the information required by the Securities Act and/or any other applicable foreign laws, regulations, orders or rules nor whether the persons responsible for the Documents, the Securities Act and/or any other applicable foreign laws, regulations, orders or rules have discharged their obligations thereunder.

2. Documents examined

2.1 For the purposes of this Opinion we have examined and relied on the following (each a “Document” and together, the “Documents”):

2.1.1 the Employment Agreements and forms of the Share Agreements, of which we have examined copies;

2.1.2 the following resolutions;

(a) the minutes recording the resolutions of the directors of the Company stated as passed on 3 August 2021 and the written and the resolutions passed on 19 August 2021 by way of written resolutions of the directors of the Company approving, inter alia, the underlying Inducement Awards pursuant to the Employment Agreements and ancillary steps; and

(b) the written resolutions of the remuneration committee of the Company stated as passed on 28 July 2021 and 18 August 2021 approving, inter alia, the underlying Inducement Awards pursuant to the Employment Agreements and ancillary steps.

2.1.3 the public records of the Company available for inspection on the web-site of the Registrar of Companies in Jersey (the “Registrar of Companies”) on the date of this Opinion, and the public records of the Company which were provided to us in copy by a representative of the Registrar of Companies by email dated 31 August 2021 (the “Public Records” and such inspections, the “Public Records Searches”);

2.1.4 a copy of the certificate of incorporation of the Company (the “Certificate of Incorporation”);

2.1.5 a copy of the consent issued to the Company pursuant to the Control of Borrowing (Jersey) Order 1958 as amended dated 1 January 2017 (the “COBO Consent”);

2.1.6 a copy of the memorandum and articles of association of the Company (together, the “Memorandum and Articles of Association” and such articles of association, the “Articles of Association”); and

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2.1.7 a certificate of a Director of the Company (the “Director’s Certificate”).

2.2 We have not examined or relied on any other documents for the purpose of this Opinion.

3. Assumptions

3.1 For the purposes of giving this Opinion we have relied on the following assumptions:

3.1.1 that each party (other than the Company as a matter of Jersey law) has or had at the relevant time the necessary capacity, power, authority and intention and has or had at the relevant time obtained all necessary agreements, consents, licences or qualifications (whether as a matter of any law or regulation applicable to it or any contractual or other obligation binding upon it) to enter into the documents to which it is a party and that each such party has duly authorised, executed and delivered those documents and that those documents have been duly dated and (where applicable) delivered;

3.1.2 that the COBO Consent examined by us is a true, complete and accurate copy of the consent relating to the Company and is in full force and effect at the date of this Opinion;

3.1.3 that the copies of the Certificate of Incorporation and Memorandum and Articles of Association examined by us are true, complete and accurate copies of the Certificate of Incorporation and Memorandum and Articles of Association that are in full force and effect at the date of this Opinion and that there are no:

(a) special resolutions; or

(b) resolutions or agreements which have been agreed to by, or which effectively bind, members of the Company,

that affect, override or amend the Memorandum and Articles of Association, other than as appear in the Public Records;

3.1.4 the genuineness and authenticity of all signatures, initials, stamps and seals on all documents and the completeness and conformity to original documents of all copies examined by us;

3.1.5 due compliance with all matters of the laws of the Switzerland by which law the Grantee One Employment Agreement is expressed to be governed and construed;

3.1.6 due compliance with all matters of the laws of the State of Delaware by which law the Grantee Two Employment Agreement is expressed to be governed and construed;

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3.1.7 that the Grantee One Employment Agreement constitutes the legal, valid and binding obligation of the Company and the other parties to the Grantee One Employment Agreement, enforceable in accordance with their terms, under the laws of Switzerland;

3.1.8 that the Grantee Two Employment Agreement constitutes the legal, valid and binding obligation of the Company and the other parties to the Grantee Two Employment Agreement, enforceable in accordance with their terms, under the laws of the State of Delaware;

3.1.9 that the definitive Share Agreements entered into are substantially consistent with the forms of the Share Agreements reviewed by us;

3.1.10 that there is no provision of the law or regulation of any jurisdiction other than Jersey that would have any adverse implication in relation to the opinions expressed in this Opinion;

3.1.11 that the choice of the laws of Jersey, Switzerland and the State of Delaware to govern the Share Agreements and Employment Agreements, respectively, was bona fide (for example not made with any intention of avoiding provisions of the law with which the transaction(s) documented or contemplated by the Documents has/have the closest and most real connection) and legal and there is no reason for avoiding that choice of law on grounds of public policy;

3.1.12 that all documents or information required to be filed or registered by or in relation to the Company with the Registrar of Companies have been so filed or registered and appear on the Public Records and are accurate and complete;

3.1.13 that we have been provided with copies or originals of all documents that are relevant to the Documents and/or that might affect the opinions expressed in this Opinion;

3.1.14 that in resolving that the Company approve and enter into the Share Agreements and Employment Agreements and the transactions documented or contemplated by the Share Agreements and Employment Agreements and the issue of the Inducement Awards as appropriate, the directors of the Company (or the duly authorised committee thereof) were acting with a view to the best interests of the Company and were otherwise exercising their powers in accordance with their duties under all applicable laws and the Company remains solvent (meaning that the Company will be able to discharge its liabilities as they fall due) after entering into the Share Agreements and Employment Agreements and the transactions documented or contemplated by the Share Agreements and Employment Agreements;

3.1.15 the absence of bad faith, fraud, coercion, duress, misrepresentation, mistake or undue

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influence by, on the part of or on behalf of, or suffered by, any of the parties to the Share Agreements or their respective directors, officers, employees, agents, representatives, partners, shareholders and advisers or any other relevant person;

3.1.16 the accuracy and completeness of the Director’s Certificate, and of all statements as to matters of fact contained in the other documents referred to in this paragraph, as at the date of this Opinion;

3.1.17 the Company is not carrying on a business that is regulated by Jersey law so that it is (or ought to be) subject to the terms of one or more other consents, licences, permits or equivalent under such regulatory legislation; and

3.1.18 that each of the above assumptions is accurate at the date of this Opinion and has been and will be accurate at all other relevant times.

3.2 We have not independently verified the above assumptions.

4. Opinion

As a matter of Jersey law, and on the basis of and subject to the above and the qualification below, we are of the opinion that:

(i) upon the exercise of the Share Options pursuant to the Share Option Agreements, the updating of the Register of Members of the Company to reflect Grantee One and Grantee Two as the registered holders of their respective Shares and the receipt by the Company of payment for their respective Shares pursuant to the terms of the Share Option Agreements by Grantee One and Grantee Two, the Shares will have been duly authorised and validly issued and will be fully paid and non-assessable;

(ii) upon the vesting of the RSUs pursuant to the RSU Agreements and the updating of the Register of Members of the Company to reflect Grantee One and Grantee Two as the registered holder of their respective Shares, the Shares issued pursuant to those RSU Agreements will have been duly authorised and validly issued and credited as fully paid and non-assessable; and

(iii) upon the vesting of the PSUs pursuant to the PSU Agreements and the updating of the Register of Members of the Company to reflect Grantee One and Grantee Two as the registered holder of their respective Shares, the Shares issued pursuant to that PSU Agreements will have been duly authorised and validly issued and credited as fully paid and non-assessable.

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5. Qualification

5.1 Upon the vesting of the RSUs under the RSU Agreements and the PSUs under the PSU Agreements, subject to the conditions therein, and the issuance of the equivalent Shares under the RSU Agreements and the PSU Agreements, the directors of the Company will transfer the determined cause (value) of those Shares to the stated capital account of the Company pursuant to Article 39A of the Companies (Jersey) Law 1991 (the “CJL”).

5.2 The register of members of a Jersey company is prima facie evidence of any matters which are by the CJL directed or authorised to be inserted in it. The CJL requires that the register of members of a Jersey company includes, amongst other things, the name and address of every member and, where he or she is a member because he or she holds shares in the company, the number of shares held by the member and, in the case of shares which are not fully paid, the amount remaining unpaid on each share.

6. Governing Law, Limitations, Benefit and Disclosure

6.1 This Opinion shall be governed by and construed in accordance with the laws of Jersey and is limited to the matters expressly stated herein.

6.2 This Opinion is limited to matters of Jersey law and practice as at the date hereof and we have made no investigation and express no opinion with respect to the law or practice of any other jurisdiction.

6.3 We assume no obligation to advise you (or any other person who may rely on this Opinion in accordance with this paragraph), or undertake any investigations, as to any legal developments or factual matters arising after the date of this Opinion that might affect the opinions expressed herein.

6.4 This Opinion is addressed to the Company in connection with the registration of the Shares under the Registration Statement.

6.5 We consent to the filing of a copy of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated by the U.S. Securities and Exchange Commission under the Securities Act.

Yours faithfully

/s/ Carey Olsen Jersey LLP

Carey Olsen Jersey LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Inducement Share Option Award, Inducement Restricted Share Unit Award and Inducement Performance-Based Restricted Share Unit Award of Quotient Limited of our report dated June 03, 2021, with respect to the consolidated financial statements of Quotient Limited included in its Annual Report (Form 10-K) for the year ended March 31, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Belfast, United Kingdom

August 31, 2021