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Exhibit 5.1
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Torm plc
120 Cannon Street
London
United Kingdom
EC4N 6AS
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| Our reference: MELJ1/31499.50007/EUROPE/77486727v2 |
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16 September 2026
Dear Sir or Madam
Torm plc: Registration Statement on Form
F-3: Exhibit 5.1 Opinion
| 1.1 | Background. We have acted as English legal advisers to Torm plc, a company registered in England
and Wales with registered number 09818726 (the "Company"), in connection with the preparation of a Registration Statement
on Form F-3 (the "Registration Statement") filed on or around 19 December 2024 by the Company with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities
Act"). |
| 1.2 | The Sale Shares will be sold as set forth in the Registration Statement, the prospectus contained therein
(the "Prospectus") and the supplement to the Prospectus dated 14 September 2026 (the "Prospectus Supplement"). |
| 2.1 | Definitions. In this opinion, in addition to the terms defined in paragraph 1: |
"Articles" means
the Company’s articles of association as approved by the Company’s shareholders on 12 October 2015, and amended on 14 January
2016, 15 March 2016, 14 April 2021 and 15 April 2026, as from time to time further amended, and "Article" shall be construed
accordingly.
"Central Registry"
has the meaning given to it in paragraph 2(b) of Schedule 1.
"Certificate of Good
Standing" has the meaning given to it in paragraph 1(f) of Schedule 1.
"Company Search"
has the meaning given to it in paragraph 2(a) of Schedule 1.
"Director Certificate"
has the meaning given to it in paragraph 1(e) of Schedule 1.
"FSMA" has the
meaning given to it in paragraph 17(d) of Schedule 2.
| |  | Page 2 |
"Relevant Document"
means the Underwriting Agreement and the Prospectus Supplement.
"Sale Shares"
means up to 10,350,000 Class A Common Shares to be sold by the Selling Shareholder as set out in the Prospectus Supplement.
"Selling Shareholder"
means OCM Njord Holdings S.à r.l. "Shareholder Resolutions" means the resolutions of shareholders of the Company
dated 14 January 2016, 15 April 2020, 14 April 2021, 11 April 2024, 16 April 2025 and 15 April 2026.
"Underwriting Agreement"
means the underwriting agreement entered into between the Company, the Selling Shareholder and J.P. Morgan Securities LLC dated 14 September
2026.
| 2.2 | Certain expressions. References in this opinion to: |
| (a) | "any other jurisdiction" or "another jurisdiction" means a jurisdiction
other than England; and |
| (b) | "insolvency proceedings" includes winding-up, the appointment of a provisional liquidator,
an administration (whether appointed by the court or out of court), a voluntary arrangement, a moratorium, and a scheme of arrangement,
including any form of territorial, secondary or ancillary insolvency proceeding; also any form of receivership or administrative receivership,
whether the receiver is appointed by the court or otherwise and any other English insolvency proceedings without limitation; and any proceedings
or procedure under the laws of any other jurisdiction which is comparable to any of the foregoing. |
| 2.3 | Section and paragraph headings. In this opinion, the section and paragraph headings and descriptions
are for ease of reference only and shall not affect its meaning. |
| 3.1 | Structure and basis of opinion. The opinions in paragraph 4 are given expressly: |
| (a) | on the basis of, and in reliance on: |
| (i) | the documents, searches and enquiries referred to in Schedule 1 (Documents, Searches and Enquiries);
and |
(ii) the
assumptions set out in Schedule 2 (Assumptions); and
| (b) | subject to the qualifications set out in Schedule 3 (Qualifications). |
This opinion letter is not to be
read as implying an opinion on any matter not covered by its express terms, including, without limitation, any tax, financial or accounting
matters.
| 3.2 | English law only. This opinion letter is confined to matters of English law in force on the date
of this opinion letter as currently applied and interpreted by the English courts. No opinion is expressed as to the laws or procedures
of any other jurisdiction. |
| 3.3 | No updating. We assume no responsibility to update this opinion letter to take account of changes
in law, fact or other matters taking place after its date of issue. |
| 3.4 | Fact. No opinion is expressed on matters of fact, commercial matters or intention. |
| | | Page 3 |
We are of the opinion that:
Capacity and authorisation
| 4.1 | The
Sale Shares have been validly issued and are fully paid or credited as fully paid. |
| 4.2 | For the purposes of this opinion, in respect of the Sale Shares which have been fully paid or credited as fully paid, no further amounts
are payable by a shareholder in respect of those Sale Shares. |
| 5 | DISCLOSURE, consent, RELATIONSHIP AND APPLICABLE LAW |
| 5.1 | Disclosure. We consent to the filing of this opinion as an exhibit to the Registration Statement,
the discussion of this opinion in the Registration Statement, and the references to our firm under the caption “Legal Matters”
contained in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder, nor do we admit that we are
experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities
Act. |
We are providing this opinion on
the strict understanding and condition that:
| (a) | we are acting exclusively for the Company and we are not acting as legal advisers to any other person
and no solicitor-client relationship shall be established between any person other than the Company on the one hand, and us, on the other; |
| (b) | our sole and exclusive duty in providing this opinion is a duty to take reasonable care in ensuring that
the opinions (based upon the assumptions set out in Schedule 2 and subject to the qualifications set out in Schedule 3) in this opinion
reflect the current English law position; and |
| (c) | we will only be liable for any loss or damage to the extent that such loss or damage results directly
and exclusively from our negligence but not otherwise. |
All matters relating to this
opinion, or any non-contractual obligations or any matters arising out of or in connection with this opinion, will be governed by and
construed in accordance with English law.
The English courts shall have
exclusive jurisdiction in relation to all disputes arising out of or in connection with this opinion.
Yours faithfully
/s/
Watson Farley & Williams LLP
Watson Farley & Williams LLP
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Schedule
1
Documents, Searches and Enquiries
We have examined:
| (a) | copies, certified by a director of the Company to be true and correct as of 15 September 2026, of the
certificate of incorporation, certificates of incorporation on change of name, certificate of re-registration from a private limited company
to a public limited company and memorandum of association and Articles of the Company; |
| (b) | a copy, certified by a director of the Company to be a true copy, of the Shareholder Resolutions; |
| (c) | a copy, certified by a director of the Company to be a true copy, of the written resolutions of the board
of directors of the Company, passed on 10 December 2024 to approve, among other things, the filing of the Registration Statement; |
| (d) | a copy, certified by a director of the Company to be a true copy, of the written resolutions of the board
of directors of the Company, passed on 15 September 2026 to approve, among other things, the filing of the Prospectus Supplement and the
entry into the Underwriting Agreement; |
| (e) | a certificate dated 15 September 2026 addressed to us signed by a director of the Company and the documents
annexed thereto (the “Director Certificate”); and |
| (f) | a copy of a certificate of good standing dated 15 September 2026 issued by Companies House in respect
of the Company (the “Certificate of Good Standing”). |
We have carried out the following
searches and made the following enquiries in respect of the Company:
| (a) | on 15 September 2026 at 10:24 BST a search of those documents in respect of the Company which were available
for public inspection at Companies House (using Dye & Durham (UK) Limited) above (the “Company Search”); and |
| (b) | on 15 September 2026 at 10:24 BST the Central Registry of Winding-Up Petitions of the Companies Court
(the "Central Registry") (using Dye & Durham (UK) Limited) in respect of the current name of the Company, which revealed
no petition or order relating to winding up or administration in respect of the Company. |
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Schedule
2
Assumptions
We have assumed the following:
| 1 | Genuineness and authenticity |
The genuineness of all signatures
on, and the authenticity and the completeness of, all documents submitted to us and that the persons who purported to execute any such
documents were the persons authorised to do so.
| (a) | The conformity to original documents of all documents submitted to us as copies. |
| (b) | The conformity to final documents of all documents submitted to us as drafts or specimens. |
| (c) | The copies of the Articles and any resolutions and agreements that affect the constitution of the Company
in the form referred to in paragraphs 1(a) and 1(b) of Schedule 1 and examined by us were, are and would remain complete, accurate and
as at the date of this opinion letter and up to the date(s) of the offer, sale, or agreement to do any of the foregoing, (as applicable)
of the Securities (the "Sale Date(s)") and, without verifying this, we have assumed that those forms are identical to
the copies contained in the Company Search. |
| (a) | All documents submitted to us have been duly signed by a person authorised to do so. |
| (b) | Each party to the documents submitted has executed the same in accordance with all applicable laws. |
| 4 | Other parties: capacity etc. |
| (a) | The due incorporation and valid existence under the laws of its jurisdiction of incorporation of each of
the parties (other than the Company) to any Relevant Document. |
| (b) | The capacity and authority of each of those parties (other than the Company) to execute any Relevant Documents
and to exercise its rights and perform its duties under it. |
| (c) | The due execution by each of the parties to any future issues of Securities of the Relevant Documents
regarding the same. |
| (d) | Each of the parties to each Relevant Document (other than the Company) will have the necessary capacity
and corporate power to execute, deliver and perform its obligations under each such Relevant Document, and the Relevant Documents will
be duly authorised, executed and delivered by each of the parties thereto in accordance with all applicable laws. |
All statements set out in each
document referred to in paragraph 1 of Schedule 1 (Documents, Searches and Enquiries) (including the Director Certificate and Certificate
of Good Standing) are complete, accurate and up-to-date at the date of this opinion letter.
| | | Page 6 |
The information provided to us
pursuant to the searches and enquiries referred to in paragraph 2 of Schedule 1 (Documents, Searches and Enquiries) was complete,
accurate and up-to-date at the time of the relevant search or enquiry and since that time there have been no changes affecting the results
of such searches and enquiries. Please also note the qualification in relation to searches and enquiries in paragraph 2 (Searches)
of Schedule 3 (Qualifications).
The directors of the Company,
in authorising the approval, execution and performance of any Relevant Document, have exercised and will exercise their powers in accordance
with their statutory and fiduciary duties including, without limitation, their duty under Section 172 Companies Act 2006 to promote the
success of the Company having regard (amongst other things) to the matters listed in Section 172(1)(a) to (f) Companies Act 2006; that
they have acted or will act in good faith and that each director has disclosed or will disclose to the other directors of the Company
any interest required to be disclosed pursuant to Sections 175 or 177 or 182 of the Companies Act 2006 or the Articles and that no director
has any such interest except to the extent permitted by the Articles.
The written board resolutions of
the Company referred to in paragraph 1(c) and 1(d) of Schedule 1:
| (a) | were duly passed by the board of directors (each of whom were duly appointed directors of the Company);
and |
| (b) | have not been amended, revoked, superseded or rescinded and are in full force and effect and will remain
so as at the Sale Date(s). |
The Shareholder Resolutions referred
to in paragraph 1(b) of Schedule 1 (i) were duly passed as ordinary or special, as the case may be, resolutions of the Company and (ii)
have not been amended, revoked, superseded or rescinded and are in full force and effect and will remain so as at the Sale Date(s).
The laws of any other jurisdiction
will not affect any of the conclusions stated in this opinion letter.
The choice of the laws of any country
to govern the sale of the Sale Shares or any Relevant Document is a valid choice under the laws of that jurisdiction.
Neither the execution nor the
performance of any Relevant Document will be contrary to any contractual obligation or any judicial or other order or award which binds
the Company including any borrowing limits or any limits on the granting of security imposed by the Articles and which may apply to any
sale of the Sale Shares.
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Any Relevant Documents are not
void, voidable, repudiated, rescinded, frustrated or capable of being so by reason of fraud, misrepresentation, undue influence, duress,
mistake, bribery, corruption or any other reason.
The Company is not unable to
pay its debts (within the meaning of Section 123 of the Insolvency Act 1986) and will not become so as a result of entering into or performing
any Relevant Document.
| 15 | No insolvency proceedings |
There are no insolvency proceedings
in respect of the Company, and no steps taken with a view to any such insolvency proceedings, which have not been disclosed in the searches
and enquiries referred to in paragraph 2 of Schedule 1 (it being possible for actions in relation to, or by way of, insolvency proceedings
to have been taken which do not yet appear on the applicable registers or which are not required to be filed on the registers we have
searched. Please also refer to paragraph 2 of Schedule 3 in this regard).
| (a) | Each Relevant Document will be delivered by the parties to each such Relevant Document and will not be
subject to any escrow or other similar arrangement. |
| (b) | The Relevant Documents, and the obligations created by them, constitute the legal, valid, binding and
enforceable obligations of each of the parties to them under the laws by which they are expressed to be governed; and that the Relevant
Documents will remain in full force and effect at all relevant times and in the form examined by us. |
| (c) | All consents, licences, approvals, notices, filings, recordations, publications and registrations which
are necessary under any applicable laws in order to permit the execution, delivery or performance of the Relevant Documents have been
made or obtained, or will be made or obtained within the period permitted or required by such laws or regulations. |
| (d) | The Relevant Documents when issued will be accurately and properly completed, duly authorised, executed
and delivered on behalf of the Company and authenticated, issued and paid for and registered in the register of holders of the Relevant
Documents maintained for this purpose, in each case in accordance with the Relevant Documents, the Articles and all applicable laws (for
the avoidance of doubt, as in force at all relevant times). |
| (e) | None of the parties is or will be seeking to achieve any purpose not apparent from any of the Relevant
Documents which might render it illegal or void. |
| (f) | The choice of the law to govern the Relevant Documents was made for bona fide purposes and there is no
reason for avoiding that choice on the grounds of public policy. In addition, that choice of law was made in good faith and without any
intention to evade the laws of the jurisdiction with which any transaction under the Relevant Documents has or may have the closest and
most real connection. |
| (g) | There is no bad faith, fraud, coercion, duress or undue influence on the part of any of the parties to
the Relevant Documents, and their respective directors, employees, agents and advisers. |
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| (a) | There are no agreements, letters or other arrangements having contractual effect which modify the terms
of, or affect, the offer or sale of the Sale Shares or the Relevant Documents. |
| (b) | The Company would remain solvent immediately after sale , or agreement to do so, (as applicable) of the
Sale Shares, and: |
| (i) | there are no insolvency proceedings in respect of the Company, and no steps taken with a view to any such
insolvency proceedings; |
| (ii) | the Company is not unable or capable of being deemed unable to pay its debts within the meaning of section
123 of the Insolvency Act 1986 (for which purpose account is to be taken of its contingent and prospective liabilities); |
| (iii) | no steps have been taken by any person to obtain a moratorium in relation to the Company; |
| (iv) | there is no composition or arrangement with the Company’s creditors in place, including (without
prejudice to the generality of the foregoing) a voluntary arrangement under the Insolvency Act 1986 or a scheme of arrangement under the
Companies Act 2006 and there are no proposals for any such composition or arrangement to be entered into; and |
| (v) | no proceedings have been commenced under any law, regulation or procedure relating to the reconstruction
or adjustment of the Company’s debts. |
| (c) | The Company is not and will not be seeking to achieve any purpose not apparent from the Registration Statement
or the Prospectus Supplement which might render the offer or sale and/or allotment and issue, or agreement to do so, (as applicable) of
the Sale Shares illegal or void. |
| (d) | Each of the parties to the offer or sale of the Sale Shares and any Relevant Document have complied and
will comply with all applicable provisions of the Financial Services and Markets Act 2000 ("FSMA"), the Public Offers
and Admissions to Trading Regulations 2024 (SI 2024/105), the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook
of the FCA Handbook and any related or similar legislation, and all applicable regulations and rules from time to time in effect thereunder
or in connection therewith or issued by any regulatory body which regulates the business or services of any such party or any of its branches
or offices with respect to anything done by it in relation thereto in, from or otherwise involving the United Kingdom. Without limiting
the foregoing: |
| (i) | no Sale Shares have been or shall be offered to the public in the United Kingdom in breach of FSMA or
of any other United Kingdom laws or regulations concerning offers of securities to the public, and no communication has been or shall
be made in relation to any Securities in breach of section 21 of FSMA or any other United Kingdom laws or regulations relating to offers
or invitations to subscribe for, or to acquire rights to subscribe for or otherwise acquire, shares or other securities; and |
| (ii) | none of the Sale Shares have been or will be offered to the public in the United Kingdom except in circumstances
which do not require the publication by the Company of a prospectus pursuant to Part VI of FSMA. |
| (e) | The Company has fully complied and will comply with all applicable anti-terrorism, anti-corruption, anti-money
laundering, sanctions and human rights and anti-slavery and similar laws and regulations. |
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Schedule
3
Qualifications
The opinions expressed in this
opinion letter are subject to the effect of sanctions imposed by the laws of the United Kingdom (including sanctions imposed by the European
Union or the United Nations which are, or are made, a part of English law) (i) on parties which are expressly designated by such sanctions,
(ii) on parties resident or incorporated in a country which is the subject of such general, country-wide sanctions, (iii) on parties controlled
by or connected with parties referred to in (i) or (ii), or (iv) on activities which are the subject of such sanctions.
The searches and enquiries referred
to in paragraph 2 of Schedule 1 are not conclusive about the status of the Company, the existence of any insolvency proceedings in respect
of the Company or the existence of security interests created by the Company. The reasons for this include, without limitation:
| (a) | Companies House and the Central Registry are reliant on third parties to provide them with information; |
| (b) | there may be a delay between the occurrence of an event (such as the passing of a resolution) and its
notification to, and subsequent appearance on the public records of, Companies House and the Central Registry; |
| (c) | records of certain insolvency proceedings (including, without limitation, an application for an administration
order made to a County Court and certain proceedings relating to the appointment of an administrator out of court) are not kept by the
Central Registry or Companies House; |
| (d) | we have searched against the current registered name of the Company. We have not searched against any
former names or other spellings or permutations of the current registered name of the Company; and |
| (e) | insolvency proceedings commenced in a jurisdiction other than England will not be revealed. |
Any statements as to factual
matters contained within this opinion letter (including, for avoidance of doubt, paragraph 4) are based solely on the Director Certificate
and our searches and enquiries specified in Schedule 1 (Documents, Searches and Enquiries).
| 4 | Transfers and shareholder rights |
| (a) | Restrictions on transfers of shares issued by an English company may arise through the operation of English
law or the order of an English court. For instance a court may freeze assets including shares. Further, the operation of settlement mechanisms
and markets in which the shares are traded may restrict or prohibit transferability. Certain provisions of the Companies Act 2006 may
restrict or prohibit the transfer of shares in an English company where the shareholder is in default or breaches a provision of that
Act. For instance where a person has failed to comply with a notice requiring a disclosure of an interest in shares pursuant to Section
793 of the Companies Act 2006. |
| | | Page 10 |
| (b) | We express no opinion as to the rules and regulations of Depository Trust Company or its associated persons
and bodies or Computershare DR Nominees Limited and its associated persons. Such rules or regulations may, for instance, affect the free
transferability of the Sale Shares or the ability of the holders (or beneficial owners) of such Securities from exercising (in whole or
part) rights attaching to such Sale Securities. |
| (c) | Generally, the Companies Act 2006 only permits a shareholder whose name is on the register of members
to enforce certain rights of a shareholder (including, without limitation, making a derivative claim against a company pursuant to Part
11 of the Companies Act 2006 or requiring a company to give notice of a resolution pursuant to Part 13 of the Companies Act 2006). |
| (d) | It should be noted that the register of members of the Company shows the legal ownership of the Company’s
shares but is not required to record the beneficial ownership of such shares or any trust affecting them nor the existence of any mortgage,
charge, pledge, lien or other encumbrance or adverse interest; accordingly we express no opinion on the beneficial ownership of the Company’s
shares or on the existence or absence of any such other matters. |
| (e) | We express no opinion as to any restrictions which may arise otherwise than pursuant to the Articles. |
We express no opinion as to (i)
the financial condition or solvency of the Company; or (ii) the ability (financial or otherwise) of the Company or any other party to
meet their respective obligations under any applicable documents.
| 6 | Registration Statement/Prospectus Supplement |
| (a) | For the purposes of this opinion letter we have not investigated and make no comments with regard to the
accuracy of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration
Statement or the Prospectus Supplement, or whether any material facts have been omitted from it. |
| (b) | The opinions set out in this opinion letter relate only to Sale Shares offered or sold from time to time
pursuant to the Prospectus Supplement. We express no opinion in respect of any other securities which may be offered or sold from time
to time otherwise than pursuant to the Prospectus Supplement. |
| (c) | We express no other opinion in relation to any other aspect of the Registration Statement or the Prospectus
Supplement. |
