Exhibit 5.1
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Chanson International Holding Harneys Fiduciary (Cayman) Limited 4th Floor, Harbour Place 103 South Church Street P.O. Box 10240 Grand Cayman KY1-1002 Cayman Islands |
D +1 345 949 9876 | |
| E Natalie.Bell@ogier.com | ||
| Reference: 427101.00001 | ||
| 17 July 2025 |
Chanson International Holding (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-8, including all amendments or supplements thereto (the Registration Statement), as filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Act). The Registration Statement relates to the registration of Class A ordinary shares and Class B ordinary shares of US$0.001 par value each in the capital of the Company (the Shares) that may be issued pursuant to the Chanson International Holding 2025 Share Incentive Plan (the Plan).
We are furnishing this opinion as Exhibits 5.1 and 23.2 to 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.
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Chanson International Holding
17 July 2025
| 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.
| 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). |
Corporate power
| (b) | The Company has all requisite power under its Memorandum and Articles of Association to issue the Shares (including the issuance of the Shares upon the conversion or exercise of Awards (as defined in the Plan) in accordance with the terms of the Plan. |
| Corporate | authorisation |
| (c) | The Company has taken all requisite corporate action to approve the Plan. |
Issuance of Shares
| (a) | The Shares to be offered and issued by the Company as contemplated by the Registration Statement (including the issuance of the Shares upon conversion or exercise of any Award) shall be validly issued, fully paid and non-assessable when: |
| (i) | the board of directors of the Company (the Board) has taken all necessary corporate actions to approve: |
| (A) | the form, terms, execution and delivery of the relevant Award Agreements (as defined in the Plan); |
| (B) | the issuance and allotment of the Shares (including the issuance of the Shares upon the conversion or exercise of any Award) in accordance with the Plan and the relevant Award Agreements (together, the Incentive Documents); and |
| (C) | all related matters; |
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Chanson International Holding
17 July 2025
| (ii) | either: |
| (A) | the terms of the Incentive Documents approved by the Board have been satisfied and payment of the consideration specified therein (being not less than the par value of the Shares) has been made; or |
| (B) | if such Shares are issuable upon conversion, exchange, redemption, repurchase or exercise of any other Award, the terms of such Award, the Memorandum and Articles of Association or the instrument governing such Award, as approved by the Board, have been satisfied and the consideration approved by the Board (being not less than the par value of the Shares) received; and |
| (iii) | valid entry has been made in the register of members of the Company reflecting such issuance of Shares, in each case in accordance with the Memorandum and Articles of Association. |
| 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 the Plan or the Registration Statement 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 |
| (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. |
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Chanson International Holding
17 July 2025
| 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. 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
Ogier (Cayman) LLP
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Chanson International Holding
17 July 2025
Schedule 1
| 1 | The Certificate of Incorporation of the Company dated 26 July 2019 and the Certificate of Incorporation on Change of Name dated 18 December 2020, each issued by the Registrar (the Certificates of Incorporation). |
| 2 | The second amended and restated memorandum of association of the Company adopted by special resolution passed on 12 March 2025 (the Memorandum). |
| 3 | The amended and restated articles of association of the Company adopted by special resolution passed on 26 December 2024 (the Articles of Association). |
| 4 | A Certificate of Good Standing dated 14 July 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 written resolutions of the board of directors of the Company dated 16 July 2025 (the Resolutions). |
| 6 | The Register of Writs at the office of the Clerk of Courts in the Cayman Islands as inspected by us on 17 July 2025 (the Register of Writs). |
| 7 | The Registration Statement. |
| 8 | The Plan. |
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Chanson International Holding
17 July 2025
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 | Where the Plan or Registration Statement has been provided to us in draft or undated form, that document has been executed by all parties and approved in materially the form provided to us and, where we have been provided with successive drafts of a document marked to show changes from a previous draft, all such changes have been accurately marked. |
| 6 | There will be no intervening circumstance relevant to this opinion between the date hereof and the date upon which the Shares are issued. |
| 7 | 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
| 8 | Each of the parties to the Award Agreements shall be duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws. |
| 9 | The form and terms of the Award Agreements approved by the directors of the Company shall comply with all applicable laws, the Memorandum and Articles of Association and the Plan. |
| 10 | Each Award Agreement will be duly authorised, executed and unconditionally delivered by or on behalf of all parties to it in accordance with all applicable laws, the Memorandum and Articles of Association and the Plan. |
| 11 | Any individuals who are parties to an Award Agreement, or who sign or have signed documents or give information on which we rely, have the legal capacity under all relevant laws (including the laws of the Cayman Islands) to enter into and perform their obligations under Award Agreements, sign such documents and give such information. |
| 12 | In authorising the execution and delivery of the Award Agreements by the Company, the issue and allotment of the Shares, the exercise of its rights and performance of its obligations under the Incentive 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. |
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Chanson International Holding
17 July 2025
Enforceability
| 13 | 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 Incentive Documents nor the exercise by any party to the Incentive Documents of its rights or the performance of its obligations under them contravene those laws or public policies. |
Share Issuance
| 14 | The Shares to be issued shall be issued at an issue price in excess of the par value thereof. |
Register of Writs
| 15 | 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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Chanson International Holding
17 July 2025
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 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 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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