SecProbe.io

CORRESP
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    ESGL
    Holdings Limited

    PO
    Box 309, Ugland House

    Grand
    Cayman, KY1-1104

    Cayman
    Islands

    Attention
    The Board of Directors

    Email
                                            ccheng@applebyglobal.com

    cwu@applebyglobal.com

    Direct
    Dial +852 2905 5719

    +852
    2905 5768

    Tel
    +852 2523 8123

    Fax
    +852 2524 5548

    Appleby
    Ref 454534.0001

    19 February
2024

    Suites
                                            4201 - 03 & 12

    42/F,
    One Island East

    Taikoo
    Place

    18
    Westlands Road

    Quarry
    Bay

    Hong
    Kong

    Tel
    +852 2523 8123

    applebyglobal.com

    Managing
    Partner

    David
    Bulley

    Partners

    Fiona
    Chan

    Vincent
    Chan

    Chris
    Cheng

    Richard
    Grasby

    Judy
    Lee

    Marc
    Parrott

    Lorinda
    Peasland

    Eliot
    Simpson

    ESGL
                                            Holdings Limited (Company)

    INTRODUCTION

    We
    act as Cayman Islands legal adviser to the Company, and this legal opinion as to Cayman Islands law is addressed to you in connection
    with Company’s filing of a registration statement on Form F-1, including all amendments or supplements thereto (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) with the U.S. Securities and Exchange Commission (the Commission) relating to the resale
    (the Resale) by certain selling shareholders named in the Registration Statement (the Selling Shareholders) up to 10,617,336
    ordinary shares of a par value of US$0.0001 each (the Resale Shares), including 8,870,421 ordinary shares of a par value of
    US$0.0001 each (the Initial Shares), up to 692,331 ordinary shares of a par value of US$0.0001 each issuable upon the exercise
    of the private warrants (the Private Warrants’ Shares), and up to 8,625,000 ordinary shares of a par value of US$0.0001
    each issuable upon the exercise of the public warrants (the Public Warrants’ Shares).

    We
    are furnishing this opinion as Exhibit 5.1 to the Registration Statement.

    OUR
    REVIEW

    For
    the purposes of giving this opinion we have examined and relied upon the documents listed in Schedule 1 (Documents). We have
    not examined any other documents, even if they are referred to in the Documents.

    Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

    In
    giving this opinion we have relied upon and assume the accuracy and completeness of the Director’s Certificate, the contents
    of which we have not verified.

    We
    have not made any other enquiries concerning the Company and in particular we have not investigated or verified any matter of fact
    or opinion (whether set out in any of the Documents or elsewhere) other than as expressly stated in this opinion.

    Unless
    otherwise defined herein, capitalised terms have the meanings assigned to them in Schedule 1.

LIMITATIONS

Our
opinion is limited to, and should be construed in accordance with, the laws of the Cayman Islands at the date of this opinion. We express
no opinion on the laws of any other jurisdiction.

This
opinion is limited to the matters stated in it and does not extend, and is not to be extended by implication, to any other matters.

ASSUMPTIONS
AND RESERVATIONS

We
give the following opinions on the basis of the assumptions set out in Schedule 2 (Assumptions), which we have not verified, and
subject to the reservations set out in Schedule 3 (Reservations).

OPINIONS

    1.
    Incorporation
                                            and Status: The Company is an exempted company incorporated with limited liability and
                                            existing under the laws of the Cayman Islands and is a separate legal entity. The Company
                                            is in good standing with the Registrar of Companies of the Cayman Islands.

    2.
    Authorised
                                            Share Capital: Base solely on our review of the Constitutional Documents, the authorised
                                            share capital of the Company is US$50,000.00 divided into 500,000,000 shares of a par value
                                            of US$0.0001 each.

    3.
    Issue
    of Shares: Pursuant to the Resolutions, the Initial Shares being proposed for the Resale by the Selling Shareholders have been
    validly issued, fully paid and non-assessable in accordance with the Resolutions, and the Private Warrants’ Shares and the
    Public Warrants’ Shares to be allotted and issued by the Company have been duly authorised, and when fully paid, allotted and
    issued by the Company in the manner set out in the Registration Statement and in accordance with the Resolutions, will be validly
    issued, fully paid and non-assessable. The reference in this opinion to Shares being non-assessable shall mean solely that no further
    sums of money are required to be paid by the holders of such Shares in connection with the issuance thereof.

    Yours
    faithfully

    Appleby

    1

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

Schedule
1

Documents
Examined

    1.
    A
    scanned copy of the certificate of incorporation of the Company dated 18 November 2023 (Certificate of Incorporation).

    2.
    Scanned
    copies of the amended and restated memorandum and articles of association of the Company by special resolutions dated 28 July 2023
    and effective on 2 August 2023 (the Constitutional Documents).

    3.
    A
    scanned copy of the certificate of good standing dated 8 January 2024 issued by the Registrar of Companies in respect of the Company
    (Certificate of Good Standing).

    4.
    A
    scanned copy of the certificate of incumbency dated 8 January 2024 issued by the Registrar of Companies in respect of the Company
    (Certificate of Incumbency).

    5.
    A
    scanned copy of the written resolutions of all the directors of the Company dated 11 January 2024 (Resolutions).

    6.
    A
    scanned copy of the list of shareholders of the Company as of 4 January 2024 (Register of Members).

    7.
    A
    scanned copy of the register of directors and officers of the Company provided to us on 11 January 2024 (Register of Directors
    and Officers) (together with item 6 above, the Registers).

    8.
    A scanned copy of a director’s certificate dated
    18 February 2024 (Director’s Certificate) and signed by Quek Leng Chuang, being one of the directors of the Company.

    9.
    A
    copy of the latest draft Registration Statement.

    2

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

Schedule
2

Assumptions

We
have assumed:

    1.
    (i)
    that the originals of all documents examined in connection with this opinion are authentic, accurate and complete; and (ii) the authenticity,
    accuracy, completeness and conformity to original documents of all documents submitted to us as copies;

    2.
    that
    there has been no change to the information contained in the Certificate of Incorporation, the Certificate of Incumbency or the Registers
    and that the Constitutional Documents remain in full force and effect and are unamended;

    3.
    that
    the signatures, initials and seals on all documents and certificates submitted to us as originals or copies of executed originals
    are authentic;

    4.
    that
    where incomplete documents, drafts or signature pages only have been supplied to us for the purposes of issuing this opinion, the
    original documents have been duly completed and correspond in all material respects with the last version of the relevant documents
    examined by us prior to giving our opinion; and

    5.
    that the contents of the Director’s Certificate are true and accurate, as at the date of the Resolutions were passed or adopted
and as at the date of this opinion.

    3

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

Schedule
3

Reservations

Our
opinion is subject to the following:

    1.
    Currency
    of Court Judgments: The Cayman Islands Grand Court Rules 1995 expressly contemplate that judgments may be granted by the Grand
    Court of the Cayman Islands in currencies other than Cayman Islands dollars or United States dollars. Such Rules provide for various
    specific rates of interest payable upon judgment debts according to the currency of the judgment.

    2.
    Conversion
    of Debts: In the event the Company is placed into liquidation, the Cayman Islands court is likely to require that all debts are
    converted (at the official exchange rate at the date of conversion) into and paid in a common currency which is likely to be Cayman
    Islands dollars or United States dollars.

    3.
    Summary
    Court Register: We have not examined the register of the summary court of the Cayman Islands on the basis that claims in such
    court are limited to a maximum of approximately USD24,000.

    4.
    Preferences:
    Every conveyance or transfer of property, or charge thereon, and every payment obligation and judicial proceeding, made, incurred,
    taken or suffered by a company at a time when that company was unable to pay its debts within the meaning of section 93 of the Companies
    Act, and made or granted in favour of a creditor with a view to giving that creditor a preference over the other creditors of the
    Company, would be invalid pursuant to section 145(1) of the Companies Act, if made, incurred, taken or suffered within the six months
    preceding the commencement of a liquidation of the Company. Such actions will be deemed to have been made with a view to giving such
    creditor a preference if it is a “related party” of the Company. A creditor shall be treated as a related party if it
    has the ability to control a company or exercise significant influence over a company in making financial and operating decisions.

    5.
    Undervalues:
    Any disposition of property made at an undervalue by or on behalf of a company and with an intent to defraud its creditors (which
    means an intention to wilfully defeat an obligation owed to a creditor), shall be voidable (i) under section 146 of the Companies
    Act at the instance of the company’s official liquidator, and (ii) under the Fraudulent Dispositions Act, at the instance of
    a creditor thereby prejudiced.

    4

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

    6.
    Defrauding
    Creditors: If any business of a company has been carried on with intent to defraud creditors of the company or creditors of any
    other person or for any fraudulent purpose, the Cayman Islands court may declare that any persons who were knowingly parties to the
    carrying on of the business of the company in such manner are liable to make such contributions, if any, to the company’s assets
    as the court thinks proper.

    7.
    Good
    Standing: Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar
    of Companies. The Company shall be deemed to be in good standing under section 200A of the Companies Act on the date of issue of
    the certificate if all fees and penalties under the Companies Act have been paid and the Registrar of Companies has no knowledge
    that the Company is in default under the Companies Act.

    8.
    Corporate Documents: The Registry of Companies in the Cayman Islands is not public in the sense that copies of the Constitutional Documents and information on shareholders is not publicly available and information on directors is limited. We have therefore obtained scanned copies of the corporate documents specified in Schedule 1 and relied exclusively on such scanned copies for the verification of such corporate information.

                                                                              We
                                            have relied upon statements and representations made to us in the Director’s Certificate
                                            provided to us by an authorised officer of the Company for the purposes of this opinion.
                                            We have made no independent verification of the matters referred to in the Director’s
                                            Certificate, and we qualify such opinions to the extent that the statements or representations
                                            made in the Director’s Certificate are not accurate in any respect.

    9.
    Issue
    of shares: Based on the decision in the English case of Houldsworth v City of Glasgow Bank (1880) 5 App Cas 317 HL, in
    the event of a misrepresentation by a Company on which a shareholder relied in agreeing to subscribe for shares in such Company,
    the shareholder may be entitled to rescind the share subscription agreement and thereafter claim damages against such Company for
    any additional loss suffered as a result of the misrepresentation. Such a claim for damages will not arise unless and until the shareholder
    has successfully rescinded the share subscription agreement. A shareholder may be barred from rescinding on the grounds of delay
    or affirmation and if such Company is wound up (whether voluntarily or compulsorily), such shareholder will lose the right to rescind
    the share subscription agreement.

    5

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

    ESGL
    Holdings Limited

    PO
    Box 309, Ugland House

    Grand
    Cayman, KY1-1104

    Cayman
    Islands

    Attention
    The Board of Directors

    Email
                                            ccheng@applebyglobal.com

    cwu@applebyglobal.com

    Direct
    Dial +852 2905 5719

    +852
    2905 5768

    Tel
    +852 2523 8123

    Fax
    +852 2524 5548

    Appleby
    Ref 454534.0001

    2 19
    February 2024

    Suites
                                            4201 - 03 & 12

    42/F,
    One Island East

    Taikoo
    Place

    18
    Westlands Road

    Quarry
    Bay

    Hong
    Kong

    Tel
    +852 2523 8123

    applebyglobal.com

    Managing
    Partner

    David
    Bulley

    Partners

    Fiona
    Chan

    Vincent
    Chan

    Chris
    Cheng

    Richard
    Grasby

    Judy
    Lee

    Marc
    Parrott

    Lorinda
    Peasland

    Eliot
    Simpson

    ESGL
                                            Holdings Limited (Company)

    INTRODUCTION

    We
    act as Cayman Islands legal adviser to the Company, and this legal opinion as to Cayman Islands law is addressed to you in connection
    with Company’s filing of a registration statement on Form F-1, including all amendments or supplements thereto (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) with the U.S. Securities and Exchange Commission (the Commission) relating to the resale
    (the Resale) by certain selling shareholders named in the Registration Statement (the Selling Shareholders) up to 10,617,336
    ordinary shares of a par value of US$0.0001 each (the Resale Shares), including 8,870,421 ordinary shares of a p