H World Group Limited S8 Registration of securities for employees | HTHT 20 Aug 24

Exhibit 5.1

	CONYERS DILL & PEARMAN
	29^th Floor
	One Exchange Square
	8 Connaught Place
	Central
	Hong Kong
	T +852 2524 7106 \| F +852 2845 9268

	conyers.com

20 August, 2024

Matter No.: 838456

Doc Ref: 109952490

852 2842 9530

Richard.Hall@conyers.com

H World Group Limited

Cricket Square

Hutchins Drive

P.O. Box 2681 Grand Cayman

KY1-1111

Cayman Islands

Dear Sir/ Madam,

Re: H World Group Limited (the “Company”)

We have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), relating to the registration of an aggregate of 300,000,000 ordinary shares of par value of US$0.00001 each (collectively, the “Shares”) to be issued pursuant to the amended and restated 2023 share incentive plan (the “Plan”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

DOCUMENTS REVIEWED

For the purposes of giving this opinion, we have examined and relied upon copies of the following documents:

1.1.

the Registration Statement; and

1.2.

the Plan.

The documents listed in items 1.1 through 1.2 above are herein sometimes collectively referred to as the “Documents” (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

Partners: Piers J. Alexander, Christopher W. H. Bickley, Peter H. Y. Ch’ng, Anna W. T. Chong, Angie Y. Y. Chu, Vivien C. S. Fung, Richard J. Hall, Norman Hau, Wynne Lau, Paul M. L. Lim, Anna W. X. Lin, Teresa F. Tsai, Flora K. Y. Wong, Lilian S. C. Woo, Mark P. Yeadon

Consultant: David M. Lamb

BERMUDA | BRITISH VIRGIN ISLANDS | CAYMAN ISLANDS

We have also reviewed:

1.3.

copies of the certificate of incorporation, the certificate of incorporation on change of name dated 1 June 2018, the certificate of incorporation on change of name dated 27 June 2022, the amended and restated memorandum of association and the second amended and restated articles of association of the Company certified by a director of the Company;

1.4.

copies of the written resolutions of the board of directors of the Company dated 8 May 2024 and the minutes of the 2024 annual general meeting of the Company dated 27 June 2024 (collectively, the “Resolutions”);

1.5.

a copy of certificate of good standing of the Company issued by the Registrar of Corporate Affairs and dated 19 August 2024 (the “Certificate Date”); and

1.6.

such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

ASSUMPTIONS

We have assumed:

2.1.

the genuineness and authenticity of all signatures and the conformity to the originals of all copies of documents (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

2.2.

that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention,

2.3.

the accuracy and completeness of all factual representations made in the Registration Statement, the Plan and other documents reviewed by us;

2.4.

that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended;

2.5.

that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein;

2.6.

that upon issue of any Shares by the Company the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof;

2.7.

the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement will be duly filed with the Commission;

2.8.

that on the date of issuance of any of the Shares, the Company will have sufficient authorised but unissued Shares; and

2.9.

that on the date of issuance of any Shares or exercise of any award under the Plan, the Company will be able to pay its liabilities as they become due.

QUALIFICATIONS

3.1.

We express no opinion with respect to the issuance of Shares pursuant to any provision of the Plan that purports to obligate the Company to issue Shares following the commencement of a winding up or liquidation.

conyers.com | 2

3.2.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Shares by the Company and is not to be relied upon in respect of any other matter.

OPINION

On the basis of and subject to the foregoing, we are of the opinion that:

4.1.

The Company duly incorporated and existing under the law of the Cayman Islands and, based on the certificate of Good Standing, in good standing as at the Certificate Date. Pursuant to the Companies Act, a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Companies Act.

4.2.

When issued and paid for in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman

Conyers Dill & Pearman

conyers.com | 3

H World Group Limited (HTHT) S-8Registration of securities for employees