It would share at least 50% of original code to make it compatible with mods, with some changes in html/php, and some serious css changes.
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But this is just my personal view, so don't take it for granted.
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Second, original css and images also.
So, whenever you use original code, you can publish and share - but NOT sell.
But, if you create a complete new template and use none of the scripts, rather creating new functions (e.g. via an API), this would be possible to sell as your own work.
And in any case, none of the scripts shall be obfuscated - generally forbidden by the license OpenCart is published.
But if you do so (like some other 'serious' developers here !), you have to give the source code if the customer is asking for - otherwise it is a violation.
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