Exhibit 5.1
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Mourant Ozannes (Cayman) LLP 94 Solaris Avenue Camana Bay PO Box 1348 Grand Cayman KY1-1108 Cayman Islands |
| T +1 345 949 4123 | |
| F +1 345 949 4647 |
Blue Gold Limited
c/o Mourant Governance Services (Cayman) Limited 94 Solaris Avenue
Camana Bay PO Box 1348
Grand Cayman KY1-1108 Cayman Islands
21 October 2026
Blue Gold Limited (the Company)
We have acted as Cayman Islands legal advisers to the Company in connection with the Company’s registration statement on Form S-8 (the Registration Statement, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) filed on 21 October 2026 with the U.S. Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended, relating to the registration of the Class A ordinary shares of the Company of par value US$0.0001 each issuable pursuant to the Company’s 2025 Equity Incentive Plan (the Plan, and such Class A ordinary shares, the Plan Shares).
| 1. | Documents Reviewed |
For the purposes of this opinion letter, we have examined a copy of each of the following documents:
| (a) | the certificate of incorporation of the Company dated 4 December 2023; |
| (b) | the amended and restated memorandum and articles of association of the Company adopted by special resolutions passed on 10 June 2025 and effective on 24 June 2025, as amended by an amendment to the articles of association adopted by special resolution passed on 16 March 2026 (collectively, the Memorandum and Articles); |
| (c) | a copy of the Company’s register of directors and officers that was provided to us by the Company and a certificate from a director of the Company dated 19 October 2026 (together with the Certificate of Good Standing (defined below) and the Memorandum and Articles, the Company Records); |
| (d) | the written resolutions of the board of directors of the Company passed on 28 February 2026 (the Board Resolutions); |
| (e) | a certificate of good standing dated 16 October 2026 issued by the Registrar of Companies (the Registrar) in the Cayman Islands (the Certificate of Good Standing); and |
| (f) | the Registration Statement. |
| 2. | Assumptions |
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 upon the following assumptions, which we have not independently verified:
| 2.1 | copies of documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals; |
Mourant Ozannes (Cayman) LLP is registered as a limited liability partnership in the Cayman Islands with registration number 601078
mourant.com
| 2.2 | where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of the draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; |
| 2.3 | the accuracy and completeness of all factual representations made in the documents reviewed by us; |
| 2.4 | the genuineness of all signatures and seals; |
| 2.5 | the Board Resolutions were duly passed, are in full force and effect and have not been amended, revoked or superseded; |
| 2.6 | there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below; |
| 2.7 | the directors of the Company have not exceeded any applicable allotment authority conferred on the directors by the shareholders; |
| 2.8 | upon issue of the Plan Shares, the Company will receive in full the consideration for which the Company agreed to issue the Plan Shares, which shall be equal to at least the par value thereof; |
| 2.9 | the Registration Statement is valid and binding under the laws of the United States of America and the Registration Statement has been duly filed with the Commission; |
| 2.10 | each director of the Company (and any alternate director) has disclosed to each other director any interest of that director (or alternate director) in the transactions contemplated by the Registration Statement in accordance with the Memorandum and Articles; and |
| 2.11 | the Company Records were, when reviewed by us, and remain at the date of this opinion accurate and complete. |
| 3. | Opinion |
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:
| 3.1 | The Company is incorporated under the Companies Act (as amended) of the Cayman Islands (the Companies Act), validly exists under the laws of the Cayman Islands as an exempted company and is in good standing with the Registrar. |
| 3.2 | Based solely on our inspection of the Memorandum and Articles, the authorised share capital of the Company is US$50,000 divided into 400,000,000 Class A ordinary shares of a par value of US$0.0001 each and 100,000,000 preferred shares of a par value of US$0.0001 each. |
| 3.3 | The issue and allotment of the Plan Shares has been duly authorised and, when allotted, issued and paid for in accordance with the Plan and the Board Resolutions, the Plan 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). |
| 4. | Qualifications |
| 4.1 | This opinion is limited to the matters expressly stated in it; is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion; and only relates to the laws of the Cayman Islands which are in force on the date of this opinion. |
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| 4.2 | We have made no investigation of, and express no opinion with respect to, the laws of any jurisdiction other than the Cayman Islands or the effect of any document under those laws. In particular, we express no opinion as to the meaning or effect of any foreign statutes referred to in any document referred to in this opinion. For the purposes of this opinion, we have only examined the documents listed in paragraph 1 above. We have not examined any term or document incorporated by reference, or otherwise referred to, whether in whole or part, in any document and we offer no opinion on any such term or document. |
| 4.3 | 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 the subject of this opinion. |
| 4.4 | Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not necessarily record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. |
| 4.5 | Under Cayman Islands law, good standing means only that, as of the date of issue of the Certificate of Good Standing, the Company has paid all fees and penalties under the Companies Act and is not, to the Registrar’s knowledge, in default under the Companies Act. To maintain the Company in good standing, the Company: |
| (a) | must pay all fees and penalties under the Companies Act; and |
| (b) | must not be, to the Registrar’s knowledge, in default under the Companies Act. |
| 4.6 | In this opinion the phrase non-assessable means, with respect to a share in the Company, that a member shall not, solely by virtue of its status as a member, be liable for additional assessments or calls on the share by the Company or its creditors (except in exceptional circumstances and subject to the Memorandum and Articles, 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). |
| 5. | Governing law |
This opinion and any non-contractual obligations arising out of it, are governed by, and to be interpreted in accordance with, laws in force in the Cayman Islands on the date of this opinion.
| 6. | Consent |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby 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 promulgated thereunder.
Yours faithfully
/s/ Mourant Ozannes (Cayman) LLP
Mourant Ozannes (Cayman) LLP
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