EXHIBIT 5.1

 

Our ref               YRB/814860-000001/87274493v3

 

WF International Limited

No. 1110, 11th Floor

Unit 1, Building 7

No. 477, Wanxing Road

Chengdu, Sichuan

China 610041

 

20 August 2026

 

Dear Sirs

 

WF International Limited

 

We have acted as Cayman Islands legal advisers to WF International Limited (the “Company”) in connection with the sale of 111,333 Ordinary Shares (the “Shares”) pursuant to a share purchase agreement dated 19 August 2026 between the Company and the investors named therein (the “Share Purchase Agreement”) pursuant to the Company’s registration statement on Form F-3, including all amendments or supplements thereto (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended to date relating to the registration of securities to be issued and sold by the Company from time to time in one or more offerings (the “Securities”)and the prospectus supplement dated 20 August 2026 (the “Prospectus Supplement”).

 

We are furnishing this opinion and consent as Exhibit 5.1 to the Company’s current report on Form 6-K which will be incorporated by reference into the Registration Statement and the Prospectus Supplement (the “Form 6-K”).

 

1       Documents 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 2 March 2023 issued by the Registrar of Companies in the Cayman Islands.

 

1.2The amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 3 November 2023 and effective on 2 April 2025 (the “Memorandum and Articles”).

 

1.3The written resolutions of the board of directors of the Company (the “Board”) dated 29 April 2026 and 19 August 2026 (the “Board Resolutions”).

 

 

 

1.4Certified extract of minutes (“Certified Extract”) of the annual general meeting of shareholders of the Company held on 30 April 2026 (“Shareholder Meeting”).

 

1.5A certificate of good standing dated 22 April 2026 issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”).

 

1.6A certificate from a director of the Company, a copy of which is attached hereto (the “Director’s Certificate”).

 

1.7       The Registration Statement and the Form 6-K.

 

1.8       The Prospectus Supplement.

 

1.9       The Share Purchase Agreement.

 

2       Assumptions

 

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:

 

2.1The Share Purchase Agreement has been, or will be, authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

 

2.2The Share Purchase Agreement is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

 

2.3The choice of the laws of the State of New York as the governing law of the Share Purchase Agreement has been, or will be, made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands).

 

2.4Copies 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.

 

2.5       All signatures, initials and seals are genuine.

 

2.6The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Share Purchase Agreement.

 

2.7There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from issuing the Shares or entering into and performing its obligations under the Share Purchase Agreement.

 

 

 

2.8No monies paid to or for the account of any party under the Share Purchase Agreement or any property received or disposed of by any party to the Share Purchase Agreement in connection with the Share Purchase Agreement or the consummation of the transactions contemplated thereby, represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively).

 

2.9There is nothing contained in the minute book or corporate records of the Company (which other than the records set out in paragraphs 1.1 to 1.4 of the opinion letter, we have not inspected) which would or might affect the opinions set out below.

 

2.10There is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the laws of the State of New York.

 

2.11The Company will have sufficient authorised capital to effect the issue of the Shares at the time of issuance.

 

2.12The Company will receive money or money’s worth in consideration for the issue of the Shares, and none of the Shares were or will be issued for less than par value.

 

2.13No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Shares.

 

2.14The Share Purchase Agreement will be, or have been, duly executed and delivered by an authorised person of the parties thereto.

 

3       Opinion

 

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 (i) 4,900,000,000 Ordinary Shares of a par value of US$0.00001 each and (ii) 100,000,000 Preference Shares of a par value of US$0.00001 each.

 

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

 

 

 

4       Qualifications

 

The obligations assumed by the Company under the Share Purchase Agreement will not necessarily be enforceable in all circumstances in accordance with its terms. In particular:

 

(a)enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to protecting or affecting the rights of creditors and/or contributories;

 

(b)enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

 

(c)where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; and

 

(d)some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences.

 

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, and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, 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.

 

We hereby consent to the filing of this opinion as an exhibit to the Form 6-K incorporated by reference into the Registration Statement and the Prospectus Supplement and to the reference to our name under the headings “Enforcement of Civil Liabilities” 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

 

 

 

Director’s Certificate