Exhibit 5.1
| The Directors Wise Group plc 3rd Floor |
D +44 1534 514239
E Raulin.Amy@ogier.com
Reference:
RAA/MKW/518716.00001 | |
| 13 July 2026 | ||
Dear Directors
Wise Group plc (the Company) – Registration of Plan Shares under the US Securities Act of 1933, as amended (the Securities Act)
| 1. | Background |
| 1.1 | In connection with the registration statement on Form S-8 (the Registration Statement) filed by the Company today with the US Securities and Exchange Commission pursuant to the Securities Act, you have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration by the Company under the Securities Act of the Plan Shares (as defined below) each authorized for issuance pursuant to and in accordance with the terms contained in the Replacement Award Deed dated 8 May 2026 made between the Company and the Award Holders (as defined therein) in respect of the grant of certain Replacement Awards thereunder (the Replacement Award Deed). |
| 1.2 | Under the relevant Plan (as defined in the Replacement Award Deed) (each an EIP and together the EIPs) the Company has granted certain Replacement Awards subject to and as defined in the Replacement Award Deed relating to, amongst other things, the Plan Shares. |
| 1.3 | In this opinion: |
| (a) | non-assessable means, in relation to any Plan Shares, that the consideration for which the Company agreed to issue those Plans Shares has been paid in full to the Company, so that no further sum is payable to the Company by any holder of those Plan Shares in respect of the purchase price of those Plan Shares; and |
| Ogier (Jersey) LLP 44 Esplanade St Helier Jersey JE4 9WG
T +44 1534 514000 F +44 1534 514444
ogier.com |
Partners Raulin Amy James Angus James Campbell Richard Daggett Simon Dinning Damian Evans Michael Evans James Fox Amy Garrod Josephine Howe |
Jonathan Hughes Richard Laignel Niamh Lalor Kate McCaffrey Edward Mackereth Bruce MacNeil Katharine Marshall Matt McManus Rebecca McNulty Steven Meiklejohn |
Oliver Passmore Nathan Powell Sophie Reguengo Oliver Richardson Bruce Scott Henry Wickham Nicholas Williams |
| Registered as a limited liability partnership in Jersey. Registered number 99. |
| (b) | Plan Shares means 1,797,631 Class A ordinary shares, of nominal value of $0.01 per share. |
| 2 | Documents examined |
| 2.1 | For the purposes of giving this opinion, we have examined and relied upon such documents as we deem appropriate, including the following documents: |
| (a) | the Registration Statement; |
| (b) | the memorandum and articles of association of the Company in force as at the date hereof (the M&A); |
| (c) | the Replacement Award Deed; |
| (d) | the Plans (as defined in the Replacement Award Deed); |
| (e) | minutes of a meeting of the board of directors of the Company held on 8 April 2026, which include (without limitation) the directors approving and/or ratifying the Documents and the preparation and filing of the Registration Statement; |
| (f) | the certificate of incorporation of the Company; |
| (g) | a consent to issue shares dated 17 June 2025 issued to the Company by the Jersey Financial Services Commission (the Commission) under the Control of Borrowing (Jersey) Order 1958, as amended (COBO) (the Article 2 Consent); |
| (h) | a consent to issue share options pursuant to the Documents dated 29 April 2026 issued to the Company by the Commission under COBO (the Article 4 Consent and together with the Article 2 Consent, the COBO Consents); and |
| (i) | a consent to circulate a UK prospectus dated 10 April 2026 (effective on and from 13 April 2026) issued to the Company by the Commission under the Companies (General Provisions) (Jersey) Order 2002, as amended (the GPO Consent). |
| 2.2 | For the purposes of this opinion, we have, with the consent of the Company, relied upon certificates and other assurances of directors and other officers of the Company as to matters of fact, without having independently verified such factual matters. |
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| 2.3 | For the purposes of this opinion, we have not: |
| (a) | examined any other document relating to the EIPs or the Replacement Awards (including, without limitation, any document incorporated by reference in, or otherwise referred to in, the Replacement Award Deed, Plans, and/or Registration Statement); and |
| (b) | undertaken any exercise that is not described in this opinion and, in particular, we have not conducted any searches or enquiries in relation to the Company at any public office or registry in Jersey. |
| 3 | Assumptions |
For the purposes of this opinion, we have assumed:
| (a) | that the Plans have been properly adopted and duly authorised by Wise plc and/or Wise Group plc and that each EIP has been, and will at all times be, (i) operated in accordance with its rules and (ii) legal, valid, binding and enforceable in accordance with its terms; |
| (b) | that all existing or future Plan Shares to be issued or transferred under any EIPs have or will be duly authorised by the board of directors of the Company (or a duly authorised committee thereof or a duly authorised person or persons appointed by the board of directors as an administrator of the EIPs) and issued or transferred in accordance with the M&A; |
| (c) | the authenticity, accuracy, completeness and conformity to original documents of all copy documents, memoranda, extracts and certificates of officers of the Company examined by us; |
| (d) | that the signatures on all documents examined by us are the genuine signatures of persons authorised to execute or certify such documents; |
| (e) | the accuracy and completeness in every respect of all certificates of directors or other officers of the Company given to us for the purposes of giving this Opinion and that (where relevant) such certificates would be accurate if they have been given as of the date hereof; |
| (f) | that in approving the Company’s entry into the Replacement Award Deed and the transactions contemplated by them, the directors of the Company were acting in the best interests of the Company and for a proper purpose; |
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| (g) | that words and phrases used in the Registration Statement have the same meaning and effect as they would if the Registration Statement were governed by Jersey law; |
| (h) | that no other event occurs after the date hereof which would affect the opinions herein stated; |
| (i) | that there is no provision of the law or regulation of any jurisdiction other than Jersey which would have any adverse implication in relation to the opinion expressed hereunder; and |
| (j) | there have been no amendments made to the COBO Consents and GPO Consent. |
| 4 | Opinion |
As a matter of Jersey law, and on the basis of and subject to the foregoing and the qualifications below, we are of the opinion that, in relation to the Plan Shares were or will be allotted and issued, or transferred, to a participant under the relevant EIP in settlement of the that participant’s award, upon the:
| (a) | receipt in full by the Company of all amounts payable by a relevant participant under an EIP in respect of that participant’s award; |
| (b) | execution of any relevant share transfer form in respect of any Plan Shares being transferred to a participant (if applicable); and |
| (c) | entry of the name of that participant as the holder of those Plan Shares in the register of members of the Company, |
those Plan Shares will be validly issued, fully paid and non-assessable and, in respect of any transfer of Plan Shares in satisfaction of an award, validly transferred.
| 5 | Qualifications |
This Opinion is subject to the following qualification:
| (a) | the obligations of the Company under, or in respect of, the Plan Shares will be subject to any law from time to time in force relating to bankruptcy, insolvency, liquidation, reorganisation or administration or any other law or legal procedure affecting generally the enforcement of creditors’ rights. |
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| 6 | Governing Law, Limitations, Benefit and Disclosure |
| 6.1 | This Opinion shall be governed by and construed in accordance with the laws of Jersey and is limited to the matters expressly stated herein. |
| 6.2 | This Opinion is limited to matters of Jersey law and practice as at the date hereof and we have made no investigation and express no opinion with respect to the law or practice of any other jurisdiction. |
| 6.3 | We assume no obligation to advise you (to any other person who may rely on this Opinion in accordance with this paragraph), or undertake any investigations, as to any legal developments or factual matters arising after the date of the Opinion that might affect the opinions expressed herein. |
| 6.4 | We consent to the filing of a copy of this opinion as Exhibit 5.1 to the Registration Statement and to reference to us being made in the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated by the US Securities and Exchange Commission under the Securities Act. |
Yours faithfully
/s/ Ogier (Jersey) LLP
Ogier (Jersey) LLP
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