Exhibit 5.1

 

Herbalife Ltd.

PO Box 309

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

1 May 2024

Herbalife Ltd.

We have acted as Cayman Islands legal advisers to Herbalife Ltd., a company incorporated in the Cayman Islands (the “Company”), in connection with the Company’s registration statement on Form S-8, including all amendments or supplements thereto (“Form S-8”), to be filed with the Securities and Exchange Commission on or about 1 May 2024 under the Securities Act of 1933, as amended (the “Registration Statement”), relating to registration under the Securities Act of 1933, as amended, of 15,700,000 additional common shares of par value US$0.0005 per share in the capital of the Company (the “Common Shares”) for issuance to eligible persons under the amended and restated Herbalife Ltd. 2023 Stock Incentive Plan (the “Plan”). We are furnishing this opinion letter as Exhibit 5.1 to the Registration Statement.

 

1	Documents Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents:

 

1.1	the certificate of incorporation, the certificates of incorporation on change of name and the amended and restated memorandum and articles of association of the Company as adopted on 7 May 2018, as amended by special resolution passed on 29 April 2020 (the “Memorandum and Articles”);

 

1.2

the minutes of a joint meeting of the board of directors of the Company, the Compensation Committee of the board of directors of the Company and the Nominating and Corporate Governance Committee of the board of directors of the Company held on 1 March 2024 (the “Board Minutes”) and the minutes of the annual general meeting of the shareholders of the Company held on 25 April 2024 (the “AGM Minutes” and, together with the Board Minutes, the “Minutes”) and the corporate records of the Company maintained at its registered office in the Cayman Islands;

 

1.3	the Form S-8; and

 

1.4	a certificate from an officer of the Company, a copy of which is annexed hereto (the “Officer’s Certificate”).

 

2	Assumptions

Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.

The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Officer’s Certificate.

 

3

Opinion

Based upon the foregoing and subject to the qualifications