Exhibit 5.1

 

 

 

Our ref             JLH/663980-000005/32770502v2

 

BIT Mining Limited

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

 

15 July 2025

 

Dear Sirs

 

BIT Mining Limited

 

We have acted as Cayman Islands legal advisers to BIT Mining Limited (the "Company") in connection with the Company’s registration statement on Form F-3 (333-287337), including all amendments or supplements thereto (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") on 16 May 2025 under the U.S. Securities Act of 1933, as amended to date, and declared effective by the Commission on 30 May 2025, and the prospectus supplements dated 30 May 2025 and 14 July 2025 (the "Prospectus Supplements") relating to the Company’s at-the-market offering (the "Offering") to issue and sell American depositary shares (the "ADSs") representing the Company's class A ordinary shares of par value US$0.00005 each (the "Shares") by the Company in accordance with the At the Market Offering Agreement dated 6 November 2024 (the "ATM Offering Agreement") entered into between the Company and H.C. Wainwright & Co., LLC.

 

We are furnishing this opinion as Exhibit 5.1 to the Form 6-K to be filed by the Company with the Commission in connection with the Offering.

 

1Documents Reviewed

 

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

 

1.1The certificate of incorporation of the Company dated 20 April 2007 and the certificates of incorporation on change of name of the Company dated 9 May 2011, 9 October 2013 and 9 April 2021.

 

1.2The second amended and restated memorandum and articles of association of the Company as conditionally adopted by a special resolution passed on 21 October 2013 and effective immediately upon the completion of the Company's initial public offering of the Shares represented by ADSs, and amended by special resolutions dated 30 December 2016 and 8 April 2021 (the "Memorandum and Articles").

 

1.3The minutes (the "Minutes") of the meeting of the board of directors of the Company held on 5 November 2024 (the "Meeting") and the written resolutions of the board of directors of the Company dated 11 July 2025 (the "Resolutions").

 

1.4The minutes (the "AGM Minutes") of the annual general meeting of the Company held on 7 January 2025 (the "AGM").

 

 

 

 

1.5A certificate from a director of the Company, a copy of which is attached hereto (the "Director's Certificate").

 

1.6A certificate of good standing dated 11 July 2025, issued by the Registrar of Companies in the Cayman Islands (the "Certificate of Good Standing").

 

1.7The Registration Statement.

 

1.8The Prospectus Supplements.

 

1.9The ATM Offering Agreement.

 

2Assumptions

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

 

2.2All signatures, initials and seals are genuine.

 

2.3There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below.

 

2.4The Company will receive money or money's worth in consideration for the issue of the Shares and none of the Shares will be issued for less than par value.

 

2.5The issue of the Shares will be of commercial benefit to the Company.

 

2.6No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Shares or the ADSs.

 

3Opinions

 

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1The 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 under the laws of the Cayman Islands.

 

3.2The authorised share capital of the Company is US$440,000 divided into (1) 8,399,935,000 Class A ordinary shares of par value US$0.00005 each, (2) 65,000 Class A preference shares of par value US$0.00005 each, and (3) 400,000,000 Class B ordinary shares of par value US$0.00005 each.

 

3.3The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Prospectus Supplements and the ATM Offering Agreement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

 

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3.4The statements under the caption "Taxation – Cayman Islands Taxation" in the Prospectus Supplements forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

 

4Qualifications

 

The opinions expressed above are subject to the following qualifications:

 

4.1To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

 

4.2In this opinion the phrase "non-assessable" means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the 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 circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

4.3          The obligations of the Company may be subject to restrictions pursuant to:

 

(a)United Nations and United Kingdom sanctions extended to the Cayman Islands by Orders in Council; and

 

(b)sanctions imposed by Cayman Islands authorities under Cayman Islands legislation.

 

4.4We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the ATM Offering Agreement.

 

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings "Taxation" and "Legal Matters" and elsewhere in the Registration Statement and the Prospectus Supplements. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

 

Yours faithfully

 

/s/ Maples and Calder (Hong Kong) LLP

 

Maples and Calder (Hong Kong) LLP

 

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