EX-5.1 2 ex5-1.htm

Exhibit 5.1

Direct: +852 2801 6066

Cell: +852 6621 8994

E-mail: rthorp@traversthorpalberga.com

QMMM HOLDINGS LIMITED

PO Box 472 , Harbour Place, 2nd Floor

103 South Church Street, George Town Grand Cayman KY1-1106

Cayman Islands

6 September 2024

Dear Sirs

QMMM HOLDINGS LIMITED

We have acted as Cayman Islands legal advisers to QMMM Holdings Limited (the “Company”) in connection with the Company’s registration statement on Form F-1, 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 (the “Act”), as amended, (the “Registration Statement”), related to the offering by the Company and the sale by the selling shareholders (the “Selling Shareholders”) of certain Ordinary Shares, par value US$0.0001 per share (the “Shares”). This opinion is given in accordance with the terms of the Legal Matters section of the Registration Statement.

1 | Documents Reviewed

For the purposes of this opinion we have reviewed originals, copies, drafts or conformed copies of the documents listed in Schedule 1 to this opinion, being all of the documents necessary to form our opinion. Defined terms shall have the meanings set out in Schedule 1 or in the Registration Statement.

2 | Assumptions

The following opinions are given only as to and based on circumstances and matters of fact existing at the date hereof and as to the laws of the Cayman Islands as the same are in force at the date hereof. In giving this opinion, we have relied upon the completeness and accuracy (and assumed the continuing completeness and accuracy as at the date hereof) of the Director’s Certificate, as to matters of fact, without further verification and have assumed that copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. We also assume that no invitation has been or will be made by or on behalf of the Company to the public in Cayman Islands to subscribe for any of the Ordinary Shares and there is nothing under any law (other than the laws of Cayman Islands) would or might affect the opinions set out below.

3 | Opinions

Based upon, and subject to, the foregoing assumptions, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1 | the Company has been duly incorporated and is validly existing and in good standing under the laws of the Cayman Islands;

3.2 | the shares to be offered and issued by the Company as contemplated by the Registration Statement have been duly authorised for issue, and when issued by the Company against payment in full of the consideration, in accordance with the terms set out in the Registration Statement and duly registered in the Company’s Register of Members (shareholders), such Shares will be validly issued, fully paid and non-assessable. In this opinion the phrase “non-assessable” means, with respect to Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, in the absence of a contractual arrangement to the contrary, 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);

3.3 | the shares to be sold by the Selling Shareholders have been legally and validly issued as fully paid and non-assessable; and

3.4 | the statements under the caption “Taxation” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and such statements constitute our opinion.

We hereby consent to the prospectus discussion of this opinion, to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

Yours faithfully

/s/ Travers Thorp Alberga

TRAVERS THORP ALBERGA

SCHEDULE 1

List of Documents Reviewed

1 | the Certificate of Incorporation dated 29 July 2022;

2 | a Certificate of Good Standing issued by the Registrar of Companies in the Cayman Islands dated 2 August 2024;

3 | the Amended and Restated Memorandum and Articles of Association of the Company as adopted by a special resolution passed on 17 May 2023 (the “IPO M&A”);

4 | the written resolutions of the board of Directors dated 18 April 2024 and 9 July 2024 (the “IPO Board Resolutions”);

5 | the written resolutions of the shareholders of the Company dated 20 May 2024 (the “Shareholders’ Resolutions”, together with the IPO Board Resolutions are referred to as the “Resolutions”);

6 | a certificate from a Director of the Company addressed to this firm, a copy of which is attached hereto (the “Director’s Certificate”); and

7 | the Registration Statement.