Exhibit 5.1
28 March 2022 Our Ref: JKF/12325-04
Paysafe Limited
level 27, 25 Canada Square,
Canary Wharf,
London E14 5LQ
United Kingdom
Dear Sirs
Paysafe Limited (the “Company”)
We have acted as special counsel in Bermuda to the Company in connection with the preparation and filing by the Company of a registration statement on Form F-3 to be filed by the Company with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) on 28 March 2022 (the “F-3 Registration Statement”).
On May 19, 2021 the Company filed an F-1 Registration Statement (the “F-1 Registration Statement”) related to the issue of
The F-3 Registration Statement will, when issued, relate to the proposed offer and sale to the public by the Company of:
For the purposes of this letter of opinion (“Opinion”), we have examined and relied upon copies of the documents listed, and in some cases defined, in the Schedule to this Opinion (the “Documents”), together with such other documentation as we have considered relevant to this Opinion.
Assumptions
In stating our Opinion we have assumed:
Opinion
Based upon and subject to the assumptions set out above, and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:
Reservations
We have the following reservations:
(a) We express no opinion as to any law other than Bermuda law and none of the opinions expressed in this Opinion relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This Opinion is limited to Bermuda law as applied by the courts of Bermuda at the date of this Opinion.
(b) Any reference in this Opinion to Common Shares being “non-assessable” shall mean, in relation to fully-paid Common Shares and subject to any contrary provision in any agreement between the Company and the holder of the Common Shares, that no shareholder shall be obliged, in respect of those Common Shares, to contribute further amounts to the capital of the Company, either in order to complete payment for those shares, to satisfy claims of creditors of the Company, or otherwise; and no shareholder of the Company shall be bound by an alteration of the memorandum of association or bye-laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for, additional shares of the Company, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.
(c) Searches of the Register of Companies at the office of the Registrar of Companies are not conclusive and it should be noted that the Register of Companies does not reveal:
Disclosure
This Opinion is addressed to you in connection with the filing by the Company of the F-3 Registration Statement with the SEC for the purposes of registering the Securities under the Securities Act. We consent to the filing of this Opinion as an exhibit to the F-3 Registration Statement and to the statements with respect to our name wherever it appears in the F-3 Registration Statement and in any amendment or supplement to the F-3 Registration Statement. In giving this consent, we do not admit that we are an “expert” within the meaning of the Securities Act.
This Opinion is addressed to the Company and (save as referred to in the preceding paragraph) is neither to be transmitted to any other person, nor quoted nor referred to in any public document, nor filed with any governmental agency or person without our prior written consent, except as may be required by law. Further, this Opinion speaks as of its date and is strictly limited to the matters stated in it and we assume no obligation to review or update this Opinion if applicable law or the existing facts or circumstances should change.
This Opinion is governed by and is to be construed in accordance with Bermuda law.
Yours faithfully
Wakefield Quin Limited
THE SCHEDULE