Exhibit 5.1
May 15, 2025
Grupo Cibest S.A.
Carrera 48 No. 26-85 Avenida Los Industriales
Medellín, Colombia
Ladies and Gentlemen:
Per your kind request, we have acted as special Colombian counsel to Grupo Cibest S.A., which is organized and existing as a stock corporation (sociedad anónima) under the laws of the Republic of Colombia (“Grupo Cibest”), in connection with the preparation and filing with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”) of Grupo Cibest’s registration statement on Form F-4 (the “Registration Statement”) relating to a transaction regarding the establishment of a holding company structure (the “Corporate Structure Changes”), as a result of which Bancolombia S.A., a bank organized and existing as a stock corporation (sociedad anónima) under the laws of the Republic of Colombia (the “Bank”), and its affiliates will be reorganized under Grupo Cibest. As part of the Corporate Structure Changes, each common share of the Bank will be exchanged for one common share of Grupo Cibest and each preferred share of the Bank will be exchanged for one preferred share of Grupo Cibest (the “Share Exchange” and such common and preferred shares of Grupo Cibest, the “Shares”).
As special Colombian counsel to Grupo Cibest, we have examined the by-laws (Estatutos) of Grupo Cibest and the by-laws (Estatutos) of the Bank. We have also examined such corporate records, certificates and other documents provided to us by Grupo Cibest that we have deemed necessary to render this opinion.
We have relied, as to factual matters, on representations, statements and warranties contained in the documents we have examined, certificates of officers and representatives of Grupo Cibest and certificates of public officials. We have assumed the genuineness of all signatures on original or certified copies, the authenticity of documents submitted to us as originals and the conformity to original or certified copies, of all copies submitted to us as certified or reproduction copies.
The opinions herein are limited in all respects to the laws of Colombia as they stand at the date hereof and as they are currently interpreted. We do not express any opinion on the laws of any jurisdiction other than Colombia.
Based on the foregoing and subject to the qualifications set forth herein, we are of the opinion that:
1. Grupo Cibest and the Bank are corporations duly organized as sociedades anónimas and validly existing under the laws of the Republic of Colombia.
2. In connection with the Share Exchange, (i) when all applicable governmental approvals are obtained and all necessary filings and registrations with any governmental authority, agency or body are effective, and (ii) when all necessary corporate actions are taken by the Bank and Grupo Cibest, the Shares will be validly issued, fully paid and non-assessable.
