EX-5.1 3 ea026895401ex5-1_oriental.htm OPINION OF MAPLES AND CALDER (HONG KONG) LLP, CAYMAN ISLANDS COUNSEL TO THE COMPANY

Exhibit 5.1

 

Our ref JVZ/761267-000001/85289576v2

 

Oriental Culture Holding LTD

Room 1310, Tower B, Harbour View Building

Eastern District, Hong Kong

 

11 December 2025

 

Dear Sirs

 

Oriental Culture Holding LTD

 

We have acted as counsel as to Cayman Islands law to Oriental Culture Holding LTD (the “Company”) in connection with the Company’s registration statement on Form F-3 (Registration No. 333- 262398), including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (including its exhibits, the “Registration Statement”) related to the offering and sale of ordinary shares of a nominal or par value of USD 0.00025 each of the Company (“Shares”) at an aggregate offering price of up to up to $200,000,000.

 

We are furnishing this opinion as Exhibits 5.1 and 23.1 to the Registration Statement.

 

1Documents Reviewed

 

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents and such other documents as we have deemed necessary in order to render the opinions below:

 

1.1The certificate of incorporation of the Company dated 29 November 2018 issued by the Registrar of Companies in the Cayman Islands.

 

1.2The third amended and restated memorandum and articles of association of the Company as adopted by special resolution passed on 25 November 2025 (the “Memorandum and Articles”).

 

1.3The written resolutions of the directors of the Company dated 5 December 2025 (the “Board Resolutions”).

 

1.4A certificate from a director of the Company, a copy of which is attached hereto (the “Director’s Certificate”).

 

1.5A certificate of good standing with respect to the Company issued by the Registrar of Companies dated 15 November 2025 (the “Certificate of Good Standing”).

 

1.6The Registration Statement.

 

1.7The sales agreement dated as of 11 December 2025 between the Company and A.G.P./Alliance Global Partners as sales agent (the “Document”).

 

 

 

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:

 

2.1The Document has been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

 

2.2The Document is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the “Relevant Law”) and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

 

2.3The choice of the Relevant Law as the governing law of the Document has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands).

 

2.4Copies 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.

 

2.5All signatures, initials and seals are genuine.

 

2.6The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Document.

 

2.7No 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.

 

2.8There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Document.

 

2.9No monies paid to or for the account of any party under the Document or any property received or disposed of by any party to the Document in each case in connection with the Document or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively).

 

2.10There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.

 

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2.11The Company will receive money or money’s worth in consideration for the issue of the Shares and none of the Shares were or will be issued for less than par value.

 

3Opinion

 

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 USD 500,000.00 divided into 2,080,000,000 shares comprising of (i) 1,980,000,000 ordinary shares of a nominal or par value of USD 0.00025 each; and (ii) 100,000,000 preferred shares of a nominal or par value of USD 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 Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders).

 

3.4The execution, delivery and performance of the Document have been authorised by and on behalf of the Company and, once the Document has been executed and delivered by any director or officer of the Company, the Document will be duly executed and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

 

4Qualifications

 

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 circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

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 “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. 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

 

Maples and Calder (Hong Kong) LLP

 

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Director’s Certificate

 

 

 

 

 

 

 

 

 

 

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