Exhibit 5.1

 

Our refJVZ/826616-000001/30309825v2

 

Decent Holding Inc.

Suite #4-210, Governor’s Square

23 Lime Tree Bay Avenue

PO Box 32311

Grand Cayman KY1-1209

Cayman Islands

 

22 August 2025

 

Dear Sirs

 

Decent Holding Inc.

 

We have acted as Cayman Islands legal advisers to Decent Holding Inc. (the “Company”) in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (including the exhibits, the “Registration Statement”), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to the offering by the Company of 13,333,333 class A ordinary shares of par value US$0.0001 each (the “Shares”) and up to 26,666,666 warrants (“Warrants”), exercisable into up to 26,666,666 class A ordinary shares of the Company (“Warrants Shares”).

 

We are furnishing this opinion as Exhibits 5.1 and 23.2 to the Registration Statement.

 

1Documents Reviewed

 

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

 

1.1The certificate of incorporation of the Company dated 6 January 2022 issued by the Registrar of Companies in the Cayman Islands.

 

1.2The second amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 8 May 2025 (the “Memorandum and Articles”).

 

1.3The written resolutions of the board of directors of the Company dated 20 August 2025 (the “Follow on Offering Resolutions”).

 

1.4A certificate of good standing dated 18 August 2025, issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”).

 

1.5A certificate from a director of the Company, a copy of which is attached hereto (the “Director’s Certificate”).

 

1.6The Registration Statement.

 

 

 

2Assumptions

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

 

2.2All signatures, initials and seals are genuine.

 

2.3There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below.

 

3Opinion

 

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

 

3.2The authorised share capital of the Company is US$50,000 divided into 500,000,000 shares of a par value of US$0.0001 each, comprising of (i) 495,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, and (ii) 5,000,000 Class B Ordinary Shares of a par value of US$0.0001 each.

 

3.3The issue and allotment of the Shares and Warrant Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares and Warrant Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders).

 

3.4The issue of the Warrants has been duly authorised by all required corporate action of the Company.

 

4Qualifications

 

In this opinion the phrase “non-assessable” means, with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.

 

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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

 

Yours faithfully
 
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP

 

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