Exhibit 5.1

 

 

 

  Autozi Internet Technology (Global) Ltd.

Email dbulley@applebyglobal.com

 

4th Floor, Harbour Place

103 South Church Street

P.O. Box 10240

Grand Cayman KY1-1002

Cayman Islands

 

 

Direct Dial +852 2905 5770

     
  Attention: The Board of Directors

Tel+852 6201 3662

     
    Appleby Ref 472895.0001

     
 

 

9 October 2026

 

Dear Sirs

 

Suites 3504B-06

35/F, Two Taikoo Place

979 King’s Road

Quarry Bay

Hong Kong

 

Tel +852 2523 8123

 

applebyglobal.com

 

 

 

 

Managing Partner

David Bulley

 

 

 

Partners

Fiona Chan

Vincent Chan

Chris Cheng

Richard Grasby

Judy Lee

Michael Makridakis

John McCarroll SC

Lorinda Peasland

Eliot Simpson

Freya Xu

 

 

Autozi Internet Technology (Global) Ltd. (Company)

 

INTRODUCTION

 

We act as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form F-3 (Registration Statement), filed with the United States Securities and Exchange Commission (Commission) under the United States Securities Act of 1933, as amended (Securities Act) relating to the registration for (i) the resale of an aggregate of 3,497,273 class A ordinary shares, par value US$0.0005 each, of the Company (Class A Ordinary Shares) previously registered for resale under the Company’s Registration Statement on Form F-3 (File No. 333-293491) (representing the currently unsold portion of the 34,972,600 Class A Ordinary Shares so registered, as proportionately reduced for the ten-for-one share consolidation of the Company’s ordinary shares effective 23 March 2026) from time to time by the selling shareholders identified therein (Resale Shares); (ii) the offering and sale of the currently unsold portion of the securities previously registered under the Registration Statement on Form F-3 (File No. 333-293491), including the currently unsold portion of the Company’s universal shelf registration covering the offer and sale from time to time of up to US$500,000,000 of Class A Ordinary Shares, warrants to purchase Class A Ordinary Shares (Warrants) that may be issued under warrant agreements to be entered into between the Company and one or more warrant agents for such Warrants thereunder (Warrant Agreements), and units comprising Class A Ordinary Shares and Warrants in any combination (Units) that may be issued under unit agreements to be entered into between the Company and one or more unit agents or other persons for such Units thereunder ( Unit Agreements); and (iii) the offer and sale from time to time of up to US$20,000,000 of debt securities of the Company (Debt Securities) that may be issued under one or more separate indentures between the Company and a trustee to be specified in an accompanying prospectus supplement (Indentures), preferred shares of the Company (Preferred Shares) and rights to purchase Class A Ordinary Shares (Rights) to be issued under rights agent agreements to be entered into between the Company and a bank or trust company, as rights agents ( Rights Agreements), together with Class A Ordinary Shares issuable upon conversion, exchange or exercise of the Warrants, the Units, the Debt Securities, the Preferred Securities and the Rights (together, Securities).

 

OUR REVIEW

 

For the purposes of giving this opinion we have examined and relied (without further verification) upon the documents listed in Schedule 1 (Documents). We have not examined any other documents, even if they are referred to in the Documents.

 

We have not made any other enquiries concerning the Company and in particular we have not investigated or verified any matter of fact or opinion (whether set out in the Documents or elsewhere) other than as expressly stated in this opinion.

 

Unless otherwise defined herein, capitalised terms have the meanings assigned to them in Schedule 1.

 

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai ■ Shenzhen
 

 

 

LIMITATIONS

 

Our opinion is limited to, and should be construed in accordance with, the laws of the Cayman Islands at the date of this opinion. We express no opinion on the laws of any other jurisdiction.

 

This opinion is limited to the matters stated in it and does not extend, and is not to be extended by implication, to any other matters. We express no opinion on the commercial implications of the Documents or the Securities or whether they give effect to the commercial intentions of the parties.

 

We 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”, “Enforceability of Civil Liability Under U.S. Securities Laws”, “Description of Share Capital” and “Legal Matters” in the prospectuses forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Commission promulgated thereunder, or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.

 

This opinion is given solely for the benefit of the addressee in connection with the matters referred to herein and may be relied upon only by the addressee, the addressee’s legal advisers in that capacity and purchasers of the Securities pursuant to the Registration Statement. Except with our prior written consent it may not be used or relied upon by any other person or be relied upon for any other purpose whatsoever save as, and to the extent provided below.

 

This opinion may be used only in connection with the offer and sale of the Securities while the Registration Statement is effective.

 

ASSUMPTIONS AND RESERVATIONS

 

We give the following opinions on the basis of the assumptions set out in Schedule 2 (Assumptions), which we have not verified, and subject to the reservations set out in Schedule 3 (Reservations).

 

OPINIONS

 

1.Incorporation and Status: The Company is an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands and is a separate legal entity.

 

2.Authorised Share Capital: Based solely upon our review of the Constitutional Documents, the authorised share capital of the Company is US$500,000 divided into 1,000,000,000 shares of a par value of US$0.0005 each, comprising of (i) 960,000,000 Class A ordinary shares of a par value of US$0.0005 each and (ii) 40,000,000 Class B ordinary shares of a par value of US$0.0005 each.

 

3.Resale Shares: With respect to each issue of the Resale Shares, provided that (i) the board of directors of the Company (Board) has taken all necessary corporate action to approve the issue thereof, the terms of the offering thereof and related matters; (ii) the issue of such Resale Shares has been recorded in the Company’s register of members; and (iii) the provisions of the applicable definitive purchase, underwriting or similar agreement approved by the Board and any relevant prospectus supplement have been satisfied and the subscription price of such Resale Shares specified therein (being not less than the par value of the Class A Ordinary Shares) has been fully paid, the Resale Shares have been duly authorized, validly issued, fully paid and non-assessable.

 

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4.Class A Ordinary Shares and Preferred Shares: With respect to each issue of Class A Ordinary Shares (including any Class A Ordinary Shares duly issued upon the exchange, exercise or conversion of the Securities that are exchangeable or exercisable for, or convertible into, Class A Ordinary Shares) or Preferred Shares, when (i) the Board has taken all necessary corporate action to approve the issue thereof, the terms of the offering thereof and related matters; (ii) the issue of such Class A Ordinary Shares or Preferred Shares has been recorded in the Company’s register of members; and (iii) the provisions of the applicable definitive purchase, underwriting or similar agreement approved by the Board and any relevant prospectus supplement have been satisfied and the subscription price of such Class A Ordinary Shares or Preferred Shares specified therein (being not less than the par value of the Class A Ordinary Shares or Preferred Shares, as the case may be) has been fully paid, the Class A Ordinary Shares or Preferred Shares will be duly authorised, validly issued, fully paid and non-assessable.

 

5.Warrants: With respect to each issue of Warrants, when (i) the Board has taken all necessary corporate action to approve the creation and terms of the Warrants and to approve the issue thereof, the terms of the offering thereof and related matters; (ii) a Warrant Agreement relating to the Warrants shall have been duly authorised and validly executed and delivered by and on behalf of the Company and all the relevant parties thereunder in accordance with the applicable laws; and (iii) the certificates representing the Warrants and the Warrants have been duly executed, countersigned, registered, authenticated, issued and delivered (as and when applicable) in accordance with the Warrant Agreement relating to the Warrants and the applicable definitive purchase, underwriting or similar agreement approved by the Board and any relevant prospectus supplement, and upon payment of the consideration therefor provided therein, such Warrants will be duly authorised and validly issued.

 

6.Debt Securities: With respect to each issue of Debt Securities, when (i) the Board has taken all necessary corporate action to approve the creation and terms of the Debt Securities and to approve the issue thereof, the terms of the offering thereof and related matters; (ii) an Indenture relating to the Debt Securities and the Debt Securities shall have been duly authorised and validly executed and unconditionally delivered by and on behalf of the Company and all the relevant parties thereunder in accordance with the applicable laws; and (iii) the certificates representing the Debt Securities and the Debt Securities have been duly executed, countersigned, registered, authenticated, issued and delivered (as and when applicable) in accordance with the Indenture relating to the Debt Securities, any applicable agreement approved by the Board and any relevant prospectus supplement, and upon payment of the consideration therefor provided therein, such Debt Securities will be duly authorised and validly issued.

 

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7.Rights: With respect to each issue of Rights, when (i) the Board has taken all necessary corporate action to approve the creation and terms of the Rights and to approve the issue thereof, the terms of the offering thereof and related matters; (ii) a Rights Agreement relating to the Rights shall have been duly authorised and validly executed and delivered by and on behalf of the Company and all the relevant parties thereunder in accordance with the applicable laws; and (iii) the certificates representing the Rights and the Rights have been duly executed, countersigned, registered, authenticated, issued and delivered (as and when applicable) in accordance with the Rights Agreement relating to the Rights and the applicable definitive purchase, underwriting or similar agreement approved by the Board and any relevant prospectus supplement, and upon payment of the consideration therefor provided therein, such Rights will be duly authorised and validly issued.

 

8.Units: With respect to each issue of Units, when (i) the Board has taken all necessary corporate action to approve the creation and terms of the Units and to approve the issue thereof and the Securities comprised in such Units, the terms of the offering thereof and related matters; (ii) a Unit Agreement relating to the Units shall have been authorised and duly executed and delivered by and on behalf of the Company and all the relevant parties thereunder in accordance with the applicable laws; (iii) in respect of any Class A Ordinary Shares which are components of the Units, the issue of such Class A Ordinary Shares has been recorded in the Company’s register of members; (iv) in respect of any Warrants which are components of the Units, a Warrant Agreement relating to the Warrants shall have been duly authorised and validly executed and delivered by and on behalf of the Company and the warrant agent thereunder in accordance with the applicable laws; and (v) the certificates representing the Units, the Units and any Securities which are components of the Units shall have been duly executed, countersigned, registered, authenticated, issued and delivered (in each case, as and when applicable), in accordance with (A) the applicable Unit Agreement relating to the Units, (B) the applicable Warrant Agreement relating to any Warrants which are components of the Units and (C) the applicable definitive purchase, underwriting or similar agreement approved by the Board and any relevant prospectus supplement, and upon payment of the consideration therefor provided therein (being not less than the par value of any Class A Ordinary Shares which are components of the Units), such Units will be duly authorised and validly issued.

 

9.Registration Statement: The statements under the headings “Enforceability of Civil Liabilities”, “Enforceability of Civil Liability Under U.S. Securities Laws” , “Description of Share Capital” and “Legal Matters” in the prospectuses forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

 

10.Withholding Taxes: The Company is not required under Cayman Islands law to make any deduction or withholding for or on account of any tax from any payment to be made in respect of the resale, issue and sale of the Securities under the Registration Statement.

 

Yours faithfully

 

 

/s/ Appleby

 

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Schedule 1

 

Part 1

 

Documents

 

1.A PDF copy of the Registration Statement on Form F-3 dated 9 October 2026.

 

Part 2

 

Other Documents Examined

 

1.A scanned copy of the certificate of incorporation of the Company dated 15 July 2021 issued by the Registrar of Companies (Certificate of Incorporation).

 

2.A scanned copy of the fourth amended and restated memorandum of association and articles of association of the Company adopted on 3 February 2026, with effect from 23 March 2026 (together, Constitutional Documents).

 

3.A scanned copy of the written resolutions of the board of directors of the Company dated 9 February 2026 and a scanned copy of the written resolutions of the board of directors of the Company dated 24 September 2026 (collectively, Board Resolutions).

 

4.A scanned copy of the Register of Directors and Officers of the Company filed on 13 May 2026 provided to us on 7 October 2026 (Register of Directors and Officers).

 

5.A scanned copy of the shareholders’ lists of the Company maintained by Transhare Corp dated 7 October 2026.

 

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Schedule 2 Assumptions

We have assumed:

 

1.that the originals of all documents examined in connection with this opinion are authentic, accurate and complete;

 

2.the authenticity, accuracy, completeness and conformity to original documents of all documents submitted to us as copies;

 

3.that there has been no change to the information contained in the Certificate of Incorporation and that the Registration Statement and the Constitutional Documents remain in full force and effect and are unamended;

 

4.that the signatures, initials and seals on all documents and certificates submitted to us as originals or copies of executed originals are authentic, and the signatures and initials on any Document executed by the Company are the signatures and initials of a person or persons authorised by the Company, by resolution of its board of directors or any power of attorney granted by the Company, to execute such Document;

 

5.that where incomplete documents, drafts or signature pages only have been supplied to us for the purposes of issuing this opinion, the original documents have been duly completed and correspond in all material respects with the last version of the relevant documents examined by us prior to giving our opinion;

 

6.that the Documents do not differ in any material respects from any draft of the same which we have examined and upon which this opinion is based;

 

7.that the Company was not (or upon execution will not be) unable to pay its debts as they became due when it executed (or executes) the Documents and did (or will) not become unable to do so as a result of the execution and delivery of the Documents or the performance of its obligations under the Documents;

 

8.that none of the Company’s directors or its registered office has received any notice of any litigation or threatened litigation to which the Company is or may be party;

 

9.that the Company has not (i) received notice of any stop notice under Order 50 of the Grand Court Rules in respect of any of its shares or (ii) received notice of any restrictions notice under the Beneficial Ownership Transparency Act (as amended) of the Cayman Islands in respect of any of its shares, which restrictions notice has not been withdrawn by the registered office or ceased by court order;

 

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10.that:

 

10.1the Registration Statement is in the form of the document approved in the Board Resolutions,

 

10.2any meeting at which the Board Resolutions passed were duly convened and had a duly constituted quorum present and voting throughout,

 

10.3all interests of the directors of the Company on the subject matter of the Board Resolutions, if any, were declared and disclosed in accordance with the law and Constitutional Documents,

 

10.4the Board Resolutions have not been revoked, amended or superseded, in whole or in part, and remain in full force and effect at the date of this opinion, and will be in full force and effect at any time when the Securities are issued, offered or sold and that no action will be taken by the Company inconsistent with such Board Resolutions; and

 

10.5the directors of the Company have concluded that the issue and sale of the Securities and such other transactions approved by the Board Resolutions are bona fide in the best interests of the Company and for a proper purpose of the Company;

 

11.that the Register of Directors and Officers accurately reflects the names of all directors and officers of the Company as at the dates the Board Resolutions were passed or adopted, the date the Documents were executed and as at the date of this opinion;

 

12.that there is no matter affecting the authority of the directors of the Company to effect entry by the Company into the Documents including breach of duty, lack of good faith, not disclosed by the Constitutional Documents or the Board Resolutions, which would have any adverse implications in relation to the opinions expressed herein;

 

13.that there are no records of the Company, agreements, documents or arrangements other than the Constitutional Documents, the Board Resolutions and the documents expressly referred to herein as having been examined by us which materially affect, amend or vary the transactions contemplated in the Documents or restrict the powers and authority of the directors of the Company in any way which would affect opinions expressed herein;

 

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14.that the entry into the Documents and carrying out each of the transactions referred to therein will not conflict with or breach any applicable economic, anti-money laundering, anti-terrorist financing or other sanctions;

 

15.that the directors or members 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 Company’s property or assets; and

 

16.that all necessary corporate action will be taken by the Board to authorise and approve any issuance of Securities (including, without limitation, the designation, powers, preferences, rights, qualifications, limitations and restrictions of Preferred Shares) and the terms of the offering of such Securities thereof and other related matters and that the applicable definitive purchase, underwriting or similar agreement will be duly approved, executed and delivered by or on behalf of the Company and all other parties thereto;

 

17.that the Warrants, the Debt Securities, the Units and the Rights will be governed by and construed in accordance with the laws of New York and 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);

 

18.that the choice of the laws of the State of New York as the governing law of the Warrant Agreements and the Warrants, the Indentures and the Debt Securities, the Unit Agreements and the Units and the Rights Agreements and the Rights has and will have, been 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);

 

19.that all relevant parties have the capacity, power, authority and legal right under all applicable 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 Warrant Agreements and the Warrants, the Indentures and the Debt Securities, the Unit Agreements and the Units and the Rights Agreements and the Rights;

 

20.that on the date of issue of any Class A Ordinary Shares or Preferred Shares, the Company shall have sufficient authorised but unissued share capital available and upon issue of any shares the Company have received or will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof;

 

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21.that no monies paid to or for the account of the Company in respect of the Securities represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act and the Terrorism Act, respectively);

 

22.that there is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions expressed herein;

 

23.that the members (shareholders) of the Company have not restricted or limited the powers of the directors in any way and there is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from issuing and allotting the Securities or otherwise performing its obligations under the Registration Statement;

 

24.that the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction that would have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company;

 

25.that upon issue of any shares the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof;

 

26.that no 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 Securities;

 

27.that the Registration Statement has been, or will be, declared effective by the Commission prior to the issuance of any Securities; and

 

28.that there are no matters of fact or law (excluding matters of Cayman Islands law) which would or might affect the opinions expressed herein.

 

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Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai ■ Shenzhen
 

 

 

Schedule 3 Reservations

 

Our opinion is subject to the following:

 

1.Non-Assessable: In this opinion the phrase “non-assessable” means, with respect to shares in the Company, that a member (shareholder) shall not, solely by virtue of its status as a member (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).

 

2.Corporate Documents: The Registry of Companies in the Cayman Islands is not public in the sense that copies of the Company’s constitutional documents and information on members (shareholders) is not publicly available and information on directors is limited. We have therefore obtained copies of the corporate documents specified in Schedule 1 and relied exclusively on such copies for the verification of such corporate information.

 

3.Statements made in Documents: 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.

 

4.Foreign Laws: We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Registration Statement, the Warrant Agreements or the Warrants, the Indentures or the Debt Securities, the Unit Agreements or the Units or the Rights Agreements or the Rights.

 

5.Documents Reviewed: We have not reviewed any of the Warrant Agreements or the Warrants to be issued thereunder, the Indentures or the Debt Securities to be issued thereunder, the Unit Agreements or the Units to be issued thereunder or the Rights Agreements or the Rights to be issued thereunder and our opinions are qualified accordingly.

 

6.Issue of shares: The English case of Houldsworth v City of Glasgow Bank (1880) 5 App Cas 317 HL, provided that (i) in the event of a misrepresentation by a company on which a shareholder relied in agreeing to subscribe for shares in such company, the shareholder may be entitled to rescind the share subscription agreement and thereafter claim damages against such company for any additional loss suffered as a result of the misrepresentation; (ii) such a claim for damages will not arise unless and until the shareholder has successfully rescinded the share subscription agreement; and (iii) that a shareholder may be barred from rescinding on the grounds of delay or affirmation and if such company is wound up (whether voluntarily or compulsorily), such shareholder will lose the right to rescind the share subscription agreement (The Rule of Houldsworth). The Rule of Houldsworth was expressly not followed by the Cayman Islands Grand Court in a first instance decision (currently under appeal). Our assessment is that the Rule of Houldsworth as framed above is of questionable status in the Cayman Islands and if a company enters winding up (whether voluntarily or compulsorily) a shareholder would not necessarily lose the right to rescind the share subscription agreement.

 

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