EX-5.1 2 tm2122238d3_ex5-1.htm EXHIBIT 5.1

Exhibit 5.1

| +1 212 450 4000 davispolk.com | Davis Polk & Wardwell llp 450 Lexington Avenue New York, NY 10017

July 19, 2021

Payoneer Global Inc.
150 W 30th Street
New York, New York 10001

Ladies and Gentlemen:

Payoneer Global Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1 (the “Registration Statement”) and the related prospectus (the “Prospectus”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 234,252,145 Shares of its common stock, par value $0.01 per share (the “Common Stock”).

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, (i) the shares of Common Stock that are issued and outstanding as of the date hereof were validly issued and are fully paid and non-assessable, and (ii) when the remaining shares of Common Stock are issued, such shares of Common Stock, upon the receipt of adequate consideration therefore, will be validly issued, fully-paid and non-assessable.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP