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Ortho Clinical Diagnostics Holdings plc (the “Company”) – Registration Statement on Form S-1 Exhibit 5.1

INTRODUCTION

Purpose

Defined terms and headings

capitalised terms used without definition in this letter or the schedules hereto have the meanings assigned to them in the Registration Statement unless a contrary indication appears; and

headings are for ease of reference only and shall not affect interpretation.

Legal review

a search at Companies House in respect of the Company conducted on 7 September 2021 at 10:01 am (London time);

an enquiry at the Central Registry of Winding Up Petitions, London on 7 September 2021 at 10:04 am (London time) with respect to the Company ((a) and (b) together, the “Searches”);

a copy of the Registration Statement filed with the SEC on 7 September 2021;

a certificate dated 7 September 2021 signed by the Company’s company secretary (the “Secretary’s Certificate”) relating to certain factual matters as at the date of the Secretary’s Certificate and having annexed thereto copies (certified by the Company’s company secretary as being true, complete, accurate and up-to-date in each case) of the following documents:

a PDF copy of the certificate of incorporation of the Company dated 16 December 2020;

a PDF copy of the current articles of association of the Company dated 1 February 2021;

a PDF copy of the former articles of association of the Company which were adopted on 16 December 2020;

a PDF copy of the written resolutions of the board of directors of the Company dated 16 January 2020, at which it was resolved, inter alia, to allot and issue the Reorganisation Shares and approve the Share Exchange Agreement; and

a PDF copy of the minutes of the general meeting of the Company held on 25 January 2021, at which it was resolved, inter alia, to authorise the Board to allot and issue the shares in the Company pursuant to section 551 of the Companies Act 2006 (the “Companies Act”) in the amounts specified therein and to allot equity securities pursuant to such authority as if section 561 of the Companies Act did not apply to such allotment subject to the limitations specified therein; and

a PDF executed copy of the Share Exchange Agreement.

Applicable law

we have not investigated the laws of any country other than England and we assume that no foreign law, (including, for the avoidance of doubt, European Union law on and after 1 January 2021), affects the opinion stated below; and

we express no opinion in this letter on the laws of any jurisdiction other than England.

Assumptions and reservations

OPINION

EXTENT OF OPINION

RELIANCE AND DISCLOSURE

the genuineness of all signatures, stamps and seals on all documents, the authenticity and completeness of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies;

that in the case of a document signed electronically, the person signing it intended to sign and be bound by the document;

that where a document has been examined by us in draft or specimen form, it will be or has been duly executed in the form of that draft or specimen;

that the filing of the Registration Statement with the SEC has been authorised by all necessary actions under all applicable laws other than English law;

the capacity, power and authority to execute, deliver and perform each of the documents reviewed in paragraph 1.3 above by or on behalf of each of the parties to such documents;

that the directors of the Company, in authorising the allotment and issue of the Sale Shares, exercised their powers in accordance with their duties under all applicable law and the articles of association of the Company in force at the relevant time;

that the board resolutions reviewed in paragraph 1.3 were duly passed as written resolutions of the Board, and all constitutional, statutory and other formalities were duly observed (including, if applicable, those relating to the declaration of directors’ interests or the power of interested directors to vote), and the resolutions have not been revoked or varied and remain in full force and effect;

that the general meeting of the Company was duly convened and held on 25 January 2021 at which all constitutional, statutory and other formalities were duly observed, a quorum of shareholders was present throughout and the shareholder resolutions referred to in the minutes of the general meeting reviewed in paragraph 1.3 were duly passed and have not been revoked or varied and remain in full force and effect, and that all filings required to be made with UK Companies House in connection therewith have been made within the relevant time limits;

that the name of the Computershare Trust Company, N.A. (the “Depositary”) was duly entered in the register of members of the Company in relation to the Sale Shares against the issuance by the Depositary of depositary receipts representing the Sale Shares to the Selling Shareholder;

that an English court would hold that the Sale Shares are paid up otherwise than in cash for the purposes of section 565 of the Companies Act;

that all documents, forms and notices which should have been delivered to the UK Companies House in respect of the Company and the Sale Shares were so delivered, that the results of the Searches are complete and accurate in all respects, and that the position has not changed since the times at which the Searches were made;

that, at the time of the issue of the Sale Shares, no Sale Shares were offered and no Sale Shares shall be offered to the public in the United Kingdom in breach of the Financial

that in issuing and allotting the Sale Shares, the Company did not carry on a regulated activity for the purposes of section 19 of FSMA;

that, at the time of the issue of the Sale Shares, the Company complied with all applicable anti-terrorism, anti-money laundering, sanctions and human rights laws and regulations and that the allotment and issue of Sale Shares was consistent with all such laws and regulations; and

at the time of the issue of the Sale Shares, the Company had not taken any corporate or other action nor have any steps been taken or legal proceedings been started against the Company for:

the liquidation, administration, winding up, dissolution, reorganisation, or bankruptcy or similar procedures in other relevant jurisdictions, of; or

the commencement of a moratorium in respect of; or

the appointment of a liquidator, receiver, trustee, administrator, administrative receiver, monitor or similar officer of; or

The Searches are not capable of revealing conclusively whether or not a winding-up or administration petition, filing or order has been presented or made, a monitor or receiver appointed, a company voluntary arrangement proposed or approved or a moratorium or any other insolvency proceeding commenced. We have not made enquiries of any District Registry or County Court;

the opinion set out in this letter is subject to (i) any limitations arising from applicable laws relating to insolvency, bankruptcy, administration, reorganisation, liquidation, moratoria, schemes, restructuring plans or analogous circumstances; and (ii) an English court exercising its discretion under section 426 of the Insolvency Act 1986 (co-operation between courts exercising jurisdiction in relation to insolvency) to assist the courts having the corresponding jurisdiction in any part of the United Kingdom or any relevant country or territory;

we express no opinion as to matters of fact;

it should be understood that we have not been responsible for investigating or verifying the accuracy of the facts, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Registration Statement, or that no material facts have been omitted from it.