Exhibit 5.1
| Office: | +852 2801 6066 |
| Mobile: | +852 9718 8740 |
| Email: | rthorp@tta.lawyer |
| To: | 51Talk Online Education Group |
| 2nd Floor, Harbour Place | |
| 103 South Church Street | |
| P.O. Box 472, George Town | |
| Grand Cayman KYI-1106 | |
| Cayman Islands |
28 August 2023
Dear Sirs
51Talk Online Education Group
We have examined the Registration Statement on Form S-8 to be filed by 51Talk Online Education Group, 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 Class A Ordinary Shares of the Registrant (the "Shares") for issuance pursuant to the 2016 Share Incentive Plan (the "Plan").
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 resolutions authorizing the issue.
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 |
