Exhibit 5.1
| Bit Digital, Inc. | D +1 345 815 1877 | |
| c/o Corporate Filing Services Ltd., | E bradley.kruger@ogier.com | |
| P.O. Box 613, Harbour Centre, | ||
| George Town, Grand Cayman KY1-1107, | Reference: 427611.00001/BKR | |
| Cayman Islands | ||
| 10 June 2025 |
Bit Digital, Inc. (the Company)
We have been requested to provide you with an opinion on matters of Cayman Islands law in connection with the Company's registration statement on Form S-3, including all amendments or supplements thereto filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933 (the Act), as amended, (including its exhibits, the Registration Statement) related to offering and sale of up to US$500,000,000 worth of the following securities to be issued by the Company from time to time (together, the Securities):
| (a) | ordinary shares of par value US$0.01 each in the capital of the Company (the Ordinary Shares) to be issued pursuant to the terms of a definitive purchase, underwriting or similar agreement (the Ordinary Shares Document); |
| (b) | preference shares of par value US$0.01 each in the capital of the Company (the Preference Shares and, together with the Ordinary Shares, the Offer Shares) to be issued pursuant to the terms of a definitive purchase, underwriting or similar agreement (the Preference Shares Document and, together with the Ordinary Shares Document, the Offer Shares Documents); |
| (c) | debt securities (the Debt Securities) to be issued pursuant to the terms of an indenture to be entered into between the Company and the trustee named in such indenture (the Debt Document); |
| (d) | warrants to purchase Ordinary Shares, Preferred Shares, Debt Securities or any combination thereof (the Warrants) issuable pursuant to the terms of a warrant agreement to be entered into between the Company and a warrant agent for such Warrants thereunder (the Warrant Document); |
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Bit Digital, Inc.
10 June 2025
| (e) | rights to purchase Ordinary Shares, Preferred Shares or Debt Securities (the Rights) to be issued under a rights agreement, purchase agreement or similar agreement to be entered into between the Company and one or more rights agent, if any (the Rights Document); and/or |
| (f) | units comprising any combination of Ordinary Shares, Preferred Shares, Warrants, Debt Securities and Rights (the Units) to be issued under a unit agreement, purchase agreement or similar agreement between the Company and a unit agent to be specified therein, if any (the Unit Document). |
The Ordinary Shares Document, the Preference Shares Document, Debt Document, Warrant Document, Rights Document and Unit Document are referred to herein collectively as Transaction Documents.
This opinion is given in accordance with the terms of the Legal Matters section of the Registration Statement.
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in Schedule 1. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
| 1 | Documents examined |
For the purposes of giving this opinion, we have examined the corporate and other documents and conducted the searches listed in Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.
| 2 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation or verification in respect of those assumptions.
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| 3 | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of the opinion that:
Corporate status
| (a) | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies of the Cayman Islands (the Registrar). |
Issuance of Offer Shares
| (b) | The Offer Shares to be offered and issued by the Company as contemplated by the Registration Statement (including the issuance of the Offer Shares upon the conversion, exchange, redemption, repurchase or exercise of any Security), when issued by the Company upon: |
| (i) | either (A) the provisions of the applicable Offer Shares Document approved by the board of directors of the Company (the Board) having been satisfied and payment of the consideration specified therein has been made, or (B) if such Offer Shares are issuable upon conversion, exchange, redemption, repurchase or exercise of any Security, the terms of such Security, the Memorandum and Articles of Association and the Transaction Document of such Security providing for such conversion, exchange, redemption, repurchase or exercise for Offer Shares, as approved by the Board, having been satisfied and the consideration approved by the Board received; and |
| (ii) | the entry of those Offer Shares as fully paid on the register of members of the Company, |
shall be validly issued, fully paid and non-assessable.
| 4 | Matters not covered |
We offer no opinion:
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in any document to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms of such documents reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the documents and any other agreements into which the Company may have entered or any other documents; or |
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| (c) | as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any other agreement, deed or document (other than, to the extent expressly provided herein, the Memorandum and Articles of Association) entered into by or binding on the Company. |
| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
| 6 | Consent |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and also consent to the reference to this firm in the Registration Statement under the heading “Legal Matters”. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Ogier (Cayman ) LLP
Ogier (Cayman) LLP
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10 June 2025
Schedule 1
Part A – Corporate and other documents
| 1 | The Certificate of Incorporation of the Company dated 17 February 2017 issued by the Registrar and the Certificates of Incorporation on Change of Name of the Company dated 25 May 2017 and 9 September 2020 issued by the Registrar (together, the Certificates of Incorporation). |
| 2 | The amended and restated memorandum of association of the Company adopted by special resolution passed on 20 April 2021 as amended by an ordinary resolution dated 8 September 2021 (the Memorandum). |
| 3 | The amended and restated articles of association of the Company adopted by special resolution passed on 2 October 2024 (the Articles of Association). |
| 4 | A Certificate of Good Standing dated 6 June 2025 (the Good Standing Certificate) issued by the Registrar in respect of the Company. |
| 5 | A certificate dated on the date hereof as to certain matters of fact signed by a director of the Company in the form annexed hereto (the Director’s Certificate), having attached to it a copy of the minutes of the meeting of the Board held on 17 April 2025 (the Resolutions). |
| 6 | The Register of Writs maintained by the office of the Clerk of Courts in the Cayman Islands as inspected by us on 10 June 2025 (the Register of Writs). |
| 7 | The Registration Statement. |
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Schedule 2
Assumptions
Assumptions of general application
| 1 | All original documents examined by us are authentic and complete. |
| 2 | All copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete. |
| 3 | All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine. |
| 4 | Each of the Good Standing Certificate and the Director’s Certificate is accurate and complete as at the date of this opinion. |
| 5 | There will be no intervening circumstance relevant to this opinion between the date hereof and the date upon which the Offer Shares are issued. |
| 6 | There is nothing in any law (other than the laws of the Cayman Islands) that would or might affect the opinions herein. |
Status, authorisation and execution
| 7 | Each of the parties to the Transaction Documents will be duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws. |
| 8 | Each Transaction Document and Security will be, duly authorised, executed and unconditionally delivered by or on behalf of all parties to it in accordance with all applicable laws and, in respect of the Company, in the manner authorised by the Board. |
| 9 | In authorising the execution and delivery of any Transaction Documents by the Company, the issue and allotment of any Securities, and the exercise of the Company's rights and performance of its obligations under such documents, each of the directors of the Company has acted and will act in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her. |
| 10 | Each Transaction Document and form of Security that has not been executed as of the date of this opinion will be duly executed and unconditionally delivered by the Company in the manner authorised by the Board. |
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Enforceability
| 11 | None of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence: |
| (a) | the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company; and |
| (b) | neither the execution or delivery of the Transaction Documents nor the exercise by any party to the Transaction Documents of its rights or the performance of its obligations under them contravene those laws or public policies. |
Offer Share Issuance
| 12 | The Offer Shares to be issued after the date of this opinion shall be issued at an issue price in excess of the par value thereof. |
Register of Writs
| 13 | The Register of Writs constitutes a complete and accurate record of the proceedings affecting the Company before the Grand Court of the Cayman Islands as at the time we conducted our investigation of such register. |
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Schedule 3
Qualifications
Good Standing
| 1 | Under the Companies Act (Revised) of the Cayman Islands (Companies Act) annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
| 2 | In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company's good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act. |
Limited Liability
| 3 | We are not aware of any Cayman Islands authority as to when the courts would set aside the limited liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act and English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English authorities, circumstances in which a court would attribute personal liability to a shareholder are very limited, and include: (a) such shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; and (c) the company being incorporated by or at the behest of such shareholder for the purpose of committing or furthering such shareholder’s fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion that a Cayman Islands’ court would have no grounds to set aside the limited liability of a shareholder. |
Non-Assessable
| 4 | In this opinion, the phrase “non-assessable” means, with respect to the Class A Ordinary Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Class A Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil). |
Register of Writs
| 5 | Our examination of the Register of Writs cannot conclusively reveal whether or not there is: |
| (a) | any current or pending litigation in the Cayman Islands against the Company; or |
| (b) | any application for the winding up or dissolution of the Company or the appointment of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets, |
as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.
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