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Exhibit 5.1

 

 

18 October 2021

IHS Holding Limited

c/o Walkers Corporate Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9008

Cayman Islands

  

 

Dear Addressees

 

IHS Holding Limited

 

We have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in connection with the registration by IHS Holding Limited (the "Company"), of 46,196,175 ordinary shares of the Company, in each case with a par value of $0.30 per share in the capital of the Company (the "Shares") for issuance under the IHS Holding Limited Long Term Incentive Plan, the IHS Holding Limited 2021 Omnibus Incentive Plan and the Restricted Stock Unit Award Agreements set out in the Registration Statement (as defined in Schedule 1) under the United States Securities Act of 1933, as amended (the "Securities Act") and pursuant to the terms of the Registration Statement (as defined in Schedule 1).

 

For the purposes of giving this opinion, we have examined and relied upon the originals or copies of the documents listed in Schedule 1.

 

We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion.

 

Based upon the foregoing examinations and the assumptions and qualifications set out below and having regard to legal considerations which we consider relevant, and under the laws of the Cayman Islands, we give the following opinion in relation to the matters set out below.

 

1.The Company is an exempted company with limited liability, validly existing under the laws of the Cayman Islands and in good standing with the Registrar of Companies in the Cayman Islands (the "Registrar").

 

2.The Shares have been duly authorised by all necessary corporate action of the Company and upon the issue of the Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Shares have been issued credited as fully paid), delivery and payment therefore by the purchaser in accordance with the Memorandum and Articles of Association (as defined in Schedule 1) and the Plans in the manner contemplated by the Registration Statement and the Prospectus (as each term is defined in Schedule 1), the Shares will be validly issued, fully paid and non-assessable (meaning that no additional sums may be levied in respect of the Shares on the holder thereof by the Company).

 

 

 

 

 

WALKERS

 

The foregoing opinion is given based on the following assumptions.

 

1.The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Documents are genuine and are those of a person or persons given power to execute the Documents under the Resolutions (as defined in Schedule 1). All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals. The Documents conform in every material respect to the latest drafts of the same produced to us and, where provided in successive drafts, have been marked up to indicate all changes to such Documents.

 

2.The Memorandum and Articles of Association (as defined in Schedule 1) reviewed by us will be the memorandum and articles of association of the Company in effect upon the issuance of the sale of the Shares.

 

3.The accuracy and completeness of all factual representations made in the Registration Statement and the Prospectus and all other documents reviewed by us.

 

4.The Company will receive consideration in money or money’s worth for each Share offered when issued, such consideration in any event not being less than the stated par or nominal value of each Share.

 

5.The Resolutions (defined in Schedule 1) were duly adopted in accordance with the constitutional documents and governing law of the Company in force at the relevant time and shall remain in full force and effect as at the date of issuance of the Shares.

 

6.Each of the Registration Statement and the Plans (including each award agreement and grant notice issued pursuant thereto) will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue of the Shares and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under all relevant laws (other than the laws of the Cayman Islands).

 

7.All preconditions to the issue of the Shares under the terms of the Plans will be satisfied or duly waived prior to the issue of the Shares and there will be no breach of the terms of the Plans.

 

8.There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect any of the opinions set forth above.

 

We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters.

 

Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. 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 has no knowledge that the Company is in default under the Companies Act.

 

 

 

 

WALKERS    

 

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.  This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.

 

This opinion shall be construed in accordance with the laws of the Cayman Islands.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also hereby consent to the reference to this firm in the Prospectus.

 

Yours faithfully

 

/s/ Walkers (CAyman) LLP

 

 

 

 

WALKERS    

 

Schedule 1

 

LIST OF DOCUMENTS EXAMINED

 

1.The Certificate of Registration By Way of Continuation dated 13 October 2021 and the Amended and Restated Memorandum and Articles of Association of the Company as adopted on 13 October 2021 (the "Memorandum and Articles of Association") the Register of Directors (a copy of which has been provided to us by the Company's registered office in the Cayman Islands) and the Register of Members dated 13 October 2021.

 

2.The Cayman Online Registry Information System (CORIS), the Cayman Islands' General Registry's online database, searched on 15 October 2021.

 

3.A copy of a Certificate of Good Standing dated 14 October 2021 in respect of the Company issued by the Registrar (the "Certificate of Good Standing").

 

4.A certified extract of the resolutions of the board of directors of the Company adopted at a meeting of the board on 30 September 2021, a copy of the minutes of the pricing committee of the board of directors adopted on 13 October 2021 and a copy of the written approval of shareholders dated 4 October 2021 (the "Resolutions").

 

5.Copies of the following documents (the "Documents"):

 

(a)the Registration Statement on Form S-8 originally filed on 18 October 2021 by the Company with the United States Securities and Exchange Commission (including all amendments or supplements thereto the "Registration Statement");

 

(b)a prospectus dated 13 October 2021 (the “Prospectus”);

 

(c)the Plans; and

 

(a)such other documents as we have deemed necessary to render the opinions set forth herein.