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Exhibit 5.1
30 June 2020
HEADHUNTER GROUP PLC
42 Dositheou, Strovolos,
2028 Nicosia
Cyprus
Ladies and Gentlemen,
We are acting as Cyprus counsel to HEADHUNTER GROUP PLC (the"Company") in connection with an offering on the Nasdaq Global Select Market of American Depositary Shares (the "ADSs"), each representing one (1) ordinary share, nominal value of €0.002 per share, of the Company (the"Shares").
This legal opinion on certain matters of Cyprus law (the"Opinion") is furnished to you in order for it to be filed as an exhibit to the Registration Statement on Form F-3 under the Securities Act of 1933 (the"Act") originally filed with the U.S. Securities and Exchange Commission (the"Commission") on 30 June 2020 (as amended, the"Registration Statement").
In addition to reviewing the Registration Statement, we have also reviewed a certificate of incumbency issued by the secretary of the Company dated 19 June 2020 together with the documents referred to therein, resolutions of the Board of Directors of the Company, a certified copy of the register of members of the Company as at the date 19 June 2020 (the"Register of Members") as well as a secretary's confirmation dated 30 June 2020 that there have been no changes to the certificate of incumbency issued by the secretary of the Company dated 19 June 2020, and such documents as we have deemed necessary for the purposes of rendering this opinion (together with the Registration Statement, the"Inspected Documents").
- 1.
- Assumptions
- 2.
- Opinion:
Subject to the qualifications and considerations set out below and having regard to such other legal considerations as we deem relevant and subject to matters not disclosed to us and to matters of fact which would affect the conclusions set out below, our opinion on Cyprus law is set out below:
- 1.
- All the outstanding share capital of the Company (including the Shares represented by the ADSs) has been duly and validly authorized and issued and is fully paid and non-assessable.
- 2.
- The Company is duly organized, validly registered and existing in good standing under the laws of Cyprus.
- 3.
- The Shares underlying the ADSs, conform to the description thereof in the Registration Statement.
- 3.
- Qualifications:
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" and to the discussion of the opinion in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission promulgated thereunder.
Yours truly,
/s/ Antis Triantafyllides & Sons LLC
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