Exhibit 5.1

 

 

Harney Westwood & Riegels

14th Floor, Alexandra House

18 Chater Road

Central

Hong Kong

Tel: +852 5806 7800

Fax: +852 5806 7810

 

21 September 2026

 

067340.0003

 

Digital Currency X Technology Inc.

c/o Ascentium (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street,

P.O. Box 10240, Grand Cayman, KY1-1002,

Cayman Islands

 

Dear Sir or Madam

 

Digital Currency X Technology Inc. (the Company)

 

We are attorneys-at-law qualified to practise in the Cayman Islands and have acted as Cayman Islands legal advisers to the Company in connection with the Company’s prospectus supplement dated 21 September 2026 (the Prospectus Supplement), forming part of the registration statement on Form F-3 (Registration No. 333-281314) (the Registration Statement), initially filed and declared effective on 16 August 2024 under the United States Securities Act of 1933, as amended (the Securities Act), relating to the offering by the Company of an aggregate of up to 23,809,530 Class A ordinary shares of a par value of US$0.0001 each of the Company (the Ordinary Shares) (the Offer Shares), with each Ordinary Share accompanied by (i) one Series A warrant to purchase one Ordinary Share (the Series A Warrants) and (ii) one Series B warrant exercisable for one unit consisting of (a) one Ordinary Share and (b) one new Series A Warrant (the Series B Warrants and, together with the Series A Warrants, the Warrants), pursuant to which up to an aggregate of 71,428,590 additional Ordinary Shares may be issued upon exercise of the Warrants (the Warrant Shares), pursuant to the securities purchase agreement, dated 18 September 2026, entered into by and between the Company and the purchasers identified on the signature pages thereto (the Securities Purchase Agreement), and the placement agency agreement, dated 18 September 2026, entered into by and between the Company and Maxim Group LLC (the Placement Agent) (the Placement Agency Agreement, and together with the Securities Purchase Agreement, the Transaction Documents, each as defined in Schedule 1), pursuant to which the Company has agreed to issue to the Placement Agent (or its designees) warrants to purchase up to 1,190,476 Ordinary Shares (the PA Warrants, and the Ordinary Shares issuable upon exercise thereof, the PA Warrant Shares), exercisable at the same price and on the same terms as the Series A Warrants (the Offer Shares, Warrants, Warrant Shares, PA Warrants and PA Warrant Shares, collectively, the Securities).

 

We are furnishing this opinion as Exhibit 5.1 to the Company’s current report on Form 6-K (the Current Report).

 

For the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1) which we regard as necessary in order to issue this opinion. We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.

 

The British Virgin Islands is Harneys Hong Kong office’s main jurisdiction of practice.

Jersey legal services are provided through a referral arrangement with Harneys (Jersey) which

is an independently owned and controlled Jersey law firm.

Resident Partners: M Chu | Y Fan | SG Gray | IC Groark | SO Karolczuk | PM Kay | MW Kwok

WPT Lee | IN Mann | BP McCosker | R Ng | PJ Sephton

 

Anguilla | Bermuda | British Virgin Islands

Cayman Islands | Cyprus | Dubai | Hong Kong | Jersey

London | Luxembourg | Shanghai | Singapore

harneys.com

 

 

 

 

In giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not verified.

 

Based solely upon the foregoing examinations and assumptions and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the Cayman Islands:

 

1 Existence and Good Standing. The Company is an exempted company duly incorporated with limited liability, and is validly existing and in good standing under the laws of the Cayman Islands. It is a separate legal entity and is subject to suit in its own name.
   
2 Authorised Share Capital. Based on our review of the M&A (as defined in Schedule 1), the authorised share capital of the Company is US$300,000 divided into 3,000,000,000 shares of a par value of US$0.0001 each comprising 2,994,600,000 Class A ordinary shares of a par value of US$0.0001 each and 5,400,000 Class B ordinary shares of a par value of US$0.0001 each.
   
3 Issuance of Offer Shares. The allotment and issuance of the Offer Shares as contemplated by the Registration Statement, the Prospectus Supplement and the Securities Purchase Agreement have been duly authorised. When the Offer Shares are allotted, issued and fully paid for in accordance with the Registration Statement, the Prospectus Supplement and the Securities Purchase Agreement, and when the names of the shareholders are entered in the register of members of the Company, the Offer Shares will be validly issued, fully paid and non-assessable.
   
4 Issuance of Warrants, Warrant Shares, , PA Warrants and PA Warrant Shares. The issuance of the Warrants and the PA Warrants and (upon exercise of the Warrants or the PA Warrants, as applicable) the allotment and issuance of the Warrant Shares and the PA Warrant Shares as contemplated by the Registration Statement, the Prospectus Supplement, the Transaction Documents have been duly authorised. When the Warrant Shares and the PA Warrant Shares are allotted, issued and fully paid for in accordance with the Registration Statement, the Prospectus Supplement, the Transaction Documents and the Warrants or the PA Warrants, as applicable, and when the names of the shareholders are entered in the register of members of the Company, the Warrant Shares and the PA Warrant Shares will be validly issued, fully paid and non-assessable.

 

This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. We express no opinion as to matters of fact. 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 the Securities Purchase Agreement. We express no opinion with respect to the commercial terms of the transactions the subject of this opinion.

 

In connection with the above opinion, we hereby consent to the filing of this opinion as an exhibit to the Current Report and to the reference made to this firm in the Prospectus Supplement under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus included in the Prospectus Supplement. 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 Securities Act or the Rules and Regulations of the Commission thereunder.

 

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein.

 

This opinion shall be construed in accordance with the laws of the Cayman Islands.

 

Yours faithfully

 

/s/ Harney Westwood & Riegels

 

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Schedule 1

 

List of Documents Examined

 

1 A copy of the certificate of incorporation of the Company dated 14 June 2022.
   
2 A copy of the certificate of incorporation on change of name of the Company dated 23 October 2025.
   
3 A copy of the fifth amended and restated memorandum and articles of association of the Company adopted by a special resolution passed at an extraordinary general meeting held on 13 May 2026 (the M&A).
   
4 A copy of the certificate of good standing in respect of the Company issued by the Registrar of Companies in the Cayman Islands dated 7 August 2026.
   
5 A copy of the register of directors and officers of the Company provided to us on 10 July 2026.
   
6 A copy of the unanimous written resolutions of the board of directors of the Company passed on 18 September 2026 (the Resolutions).
   
7 A certificate issued by a director of the Company dated 21 September 2026, a copy of which is attached hereto (the Director’s Certificate).
   
8 The Registration Statement.
   
9 The Prospectus Supplement.
   
10 An executed copy of the securities purchase agreement dated 18 September 2026 entered into by and between the Company and the purchasers identified on the signature pages thereto (the Securities Purchase Agreement).
   
11 An executed copy of the placement agency agreement dated 18 September 2026 entered into by and between the Company and Maxim Group LLC (the Placement Agency Agreement).

 

(1 to 7 above are the Corporate Documents, and 1 to 11 above are the Documents).

 

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Schedule 2

 

Assumptions

 

1 Authenticity of Documents. All original Documents are authentic, all signatures, initials and seals are genuine, and all copies of Documents are true and correct copies.
   
2 Corporate Documents. All matters required by law to be recorded in the Corporate Documents are so recorded, and all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete, and all facts expressed in or implied thereby are accurate and complete.
   
3 Director’s Certificate. The contents of the Director’s Certificate are true and accurate as at the date of this opinion and there is no information not contained in the Director’s Certificate that will in any way affect this opinion.
   
4 No Steps to Wind-up. The directors and shareholders of the Company have not taken any steps to have the Company struck off or placed in liquidation, no steps have been taken to wind up the Company and no receiver has been appointed over any of the property or assets of the Company.
   
5 Resolutions. The Resolutions have been duly executed by or on behalf of the directors, and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed. The Resolutions remain in full force and effect.
   
6 Unseen Documents. Save for the Documents provided to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions envisaged in the Registration Statement.
   
7 Constitutional Documents. The M&A is the latest memorandum and articles of association of the Company in effect as of the time of the opinion.

 

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Schedule 3

 

Qualifications

 

1 Foreign Statutes. We express no opinion in relation to provisions making reference to foreign statutes in the Registration Statement.
   
2 Commercial Terms. 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 the subject of this opinion.
   
3 Register of members. Under the Companies Act, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).
   
4 Meaning of Non-Assessable. In this opinion the phrase non-assessable means, with respect to the issuance of Offer Shares, the Warrant Shares and the PA Warrant Shares that a shareholder shall not, in respect of the relevant shares, have any obligation to make further contributions to the Company’s assets (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).
   
5 Good Standing. The Company shall be deemed to be in good standing at any time if all fees (including annual filing fees) and penalties under the Companies Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Companies Act (Revised) of the Cayman Islands.
   
6 Economic Substance. We have undertaken no enquiry and express no view as to the compliance of the Company with the International Tax Co-operation (Economic Substance) Act (Revised).

 

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Annex

 

Director’s Certificate

 

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