(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

the Registrant’s Registration Statement on  Form 20-F (as declared effective by the Commission on May 8, 2026), including the description of the Registrant’s Class A ordinary shares contained therein, including any amendment or report filed for the purposes of updating, changing or otherwise modifying such description.

incurred in defending any civil or criminal legal proceedings where:

judgment is given in the person’s favor or the person is acquitted;

the proceedings are discontinued other than by reason of such person (or someone on their behalf) giving some benefit or suffering some detriment; or

the proceedings are settled on terms that such person (or someone on their behalf) gives some benefit or suffers some detriment but in the opinion of a majority of the disinterested directors, the person was substantially successful on the merits in the person’s resistance to the proceedings;

incurred to anyone other than to the company if the person acted in good faith with a view to the best interests of the company;

incurred in connection with an application made to the court for relief from liability for negligence, default, breach of duty or breach of trust under Article 212 of the Jersey Companies Law in which relief is granted to the person by the court; or

incurred in a case in which the company normally maintains insurance for persons other than directors.

Description

The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

/s/ Kristo Käärmann

Signature

Title

Date

/s/ Kristo Käärmann

Kristo Käärmann

Chief Executive Officer and Executive Director

(Principal Executive Officer)

/s/ Emmanuel Thomassin

Emmanuel Thomassin

Chief Financial Officer and Executive Director

(Principal Financial and Accounting Officer)

/s/ David Wells

/s/ Clare Gilmartin

/s/ Elizabeth Chambers

/s/ Terri Duhon

/s/ Scott Hill

/s/ Alastair Rampell

/s/ Hooi Ling Tan

/s/ Kristo Käärmann

Background

In connection with the registration statement on Form S-8 (the Registration Statement) filed by the Company today with the US Securities and Exchange Commission pursuant to the Securities Act, you have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration by the Company under the Securities Act of the Plan Shares (as defined below) each authorized for issuance pursuant to and in accordance with the terms contained in the following documents (the Documents):

the Equity Incentive Plan with Non-Employee Sub-Plan adopted by the Company on 8 April 2026 (the 2026 Plan);

the Replacement Award Deed dated 8 May 2026 made between the Company and the Award Holders (as defined therein) in respect of the grant of certain Replacement Awards thereunder (the Replacement Award Deed); and

the Replacement Option Certificate dated 8 May 2026 made between the Company and the Option Holders (as defined therein) in respect of the grant of certain Replacement Options thereunder (the Replacement Option Certificate).

St Helier

Jersey JE4 9WG

T +44 1534 514000

F +44 1534 514444

Raulin Amy

James Angus

James Campbell

Richard Daggett

Simon Dinning

Damian Evans

Michael Evans

James Fox

Amy Garrod

Jonathan Hughes

Richard Laignel

Niamh Lalor

Kate McCaffrey

Edward Mackereth

Bruce MacNeil

Katharine Marshall

Matt McManus

Rebecca McNulty

Alexandra O’Grady

Oliver Passmore

Nathan Powell

Sophie Reguengo

Oliver Richardson

Bruce Scott

Henry Wickham

Nicholas Williams

The Options, SARs, Restricted Share Awards, Performance Awards, and Other Awards subject to and as defined in the 2026 Plan, and the Replacement Awards subject to and as defined in the Replacement Award Deed, and Replacement Options subject to and as defined in the Replacement Option Certificate being collectively referred to herein as the Securities. Under the relevant Plan (as defined in the Replacement Award Deed) or the 2026 Plan (each an EIP and together the EIPs) the Company has granted and may from time to time grant Securities relating to the Plan Shares.

In this opinion:

non-assessable means, in relation to any Plan Shares, that the consideration for which the Company agreed to issue those Plans Shares has been paid in full to the Company, so that no further sum is payable to the Company by any holder of those Plan Shares in respect of the purchase price of those Plan Shares; and

Plan Shares means:

in relation to the Replacement Options and the Replacement Awards, an aggregate maximum amount of up to up to 64,626,561 A ordinary shares of $0.01 each in the capital of the Company; and

in relation to the Options, SARs, Restricted Share Awards, Performance Awards, and Other Awards:

commencing on 8 April 2026 and ending on (and including)31 December 2026, an aggregate maximum amount of up to 102,567,200 A ordinary shares of $0.01 each in the capital of the Company (the Initial Reserve); and

commencing on 1 January 2027 and ending on (and including)1 January 2036, the Initial Reserve will automatically increase annually on 1 January by an amount equal to 10% of the total number of all issued shares in the capital of the Company as at the preceding 31 December, unless the board of directors of the Company determines prior to 1 January of a given year to provide that the increase for such year will be a lesser number of A ordinary shares of $0.01 each in the capital of the Company,

Documents examined

For the purposes of giving this opinion, we have examined and relied upon such documents as we deem appropriate, including the following documents:

the Registration Statement;

the memorandum and articles of association of the Company in force as at the date hereof (the M&A);

the Documents;

the Plans (as defined in the Replacement Award Deed);

minutes of a meeting of the board of directors of the Company held on 8 April 2026, which include (without limitation) the directors approving and/or ratifying the Documents and the preparation and filing of the Registration Statement;

the certificate of incorporation of the Company;

a consent to issue shares dated 17 June 2025 issued to the Company by the Jersey Financial Services Commission (the Commission) under the Control of Borrowing (Jersey) Order 1958, as amended (COBO) (the Article 2 Consent);

a consent to issue share options pursuant to the Documents dated 29 April 2026 issued to the Company by the Commission under COBO (the Article 4 Consent and together with the Article 2 Consent, the COBO Consents); and

a consent to circulate a UK prospectus dated 10 April 2026 (effective on and from 13 April 2026) issued to the Company by the Commission under the Companies (General Provisions) (Jersey) Order 2002, as amended (the GPO Consent).

For the purposes of this opinion, we have, with the consent of the Company, relied upon certificates and other assurances of directors and other officers of the Company as to matters of fact, without having independently verified such factual matters.

For the purposes of this opinion, we have not:

examined any other document relating to the EIPs or the Securities (including, without limitation, any document incorporated by reference in, or otherwise referred to in, the Documents, Plans, and/or Registration Statement); and

undertaken any exercise that is not described in this opinion and, in particular, we have not conducted any searches or enquiries in relation to the Company at any public office or registry in Jersey.

Assumptions

that the Plans have been properly adopted and duly authorised by Wise plc and that each EIP has been, and will at all times be, (i) operated in accordance with its rules and (ii) legal, valid, binding and enforceable in accordance with its terms;

that all existing or future Plan Shares to be issued or transferred under any EIPs have or will be duly authorised by the board of directors of the Company (or a duly authorised committee thereof or a duly authorised person or persons appointed by the board of directors as an administrator of the EIPs) and issued or transferred in accordance with the M&A;

the authenticity, accuracy, completeness and conformity to original documents of all copy documents, memoranda, extracts and certificates of officers of the Company examined by us;

that the signatures on all documents examined by us are the genuine signatures of persons authorised to execute or certify such documents;

the accuracy and completeness in every respect of all certificates of directors or other officers of the Company given to us for the purposes of giving this Opinion and that (where relevant) such certificates would be accurate if they have been given as of the date hereof;

that in approving the Company’s entry into the Documents and the transactions contemplated by them, the directors of the Company were acting in the best interests of the Company and for a proper purpose;

that words and phrases used in the Registration Statement have the same meaning and effect as they would if the Registration Statement were governed by Jersey law;

that no other event occurs after the date hereof which would affect the opinions herein stated;

that there is no provision of the law or regulation of any jurisdiction other than Jersey which would have any adverse implication in relation to the opinion expressed hereunder; and

there have been no amendments made to the COBO Consents and GPO Consent.

Opinion

receipt in full by the Company of all amounts payable by a relevant participant under an EIP in respect of that participant’s award;

execution of any relevant share transfer form in respect of any Plan Shares being transferred to a participant (if applicable); and

entry of the name of that participant as the holder of those Plan Shares in the register of members of the Company,

Qualifications

the obligations of the Company under, or in respect of, the Plan Shares will be subject to any law from time to time in force relating to bankruptcy, insolvency, liquidation, reorganisation or administration or any other law or legal procedure affecting generally the enforcement of creditors’ rights.

Governing Law, Limitations, Benefit and Disclosure

This Opinion shall be governed by and construed in accordance with the laws of Jersey and is limited to the matters expressly stated herein.

This Opinion is limited to matters of Jersey law and practice as at the date hereof and we have made no investigation and express no opinion with respect to the law or practice of any other jurisdiction.

We assume no obligation to advise you (to any other person who may rely on this Opinion in accordance with this paragraph), or undertake any investigations, as to any legal developments or factual matters arising after the date of the Opinion that might affect the opinions expressed herein.

We consent to the filing of a copy of this opinion as Exhibit 5.1 to the Registration Statement and to reference to us being made in the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated by the US Securities and Exchange Commission under the Securities Act.