Exhibit 5.1
| WF Holding Limited | D +852 3656 6054 | |
| E nathan.powell@ogier.com | ||
| D +852 3656 6023 | ||
| E janice.chu@ogier.com | ||
| Reference: JTC/SWL/517669.00001 |
28 October 2026
Dear Sirs
WF Holding Limited (the Company)
We have acted as Cayman Islands counsel to the Company in connection with (i) the amendment no. 1 to ordinary share purchase warrant dated 27 October 2026 (the Warrant Amendment) between the Company and the holder identified on the signature page thereto (the Holder), amending the ordinary share purchase warrant dated 14 October 2026 issued by the Company to the Holder (the Original Warrant and, as amended by the Warrant Amendment, the Warrant); and (ii) the Company’s prospectus supplement no.2 (Prospectus Supplement No.2) to its prospectus supplement no.1 dated 14 October 2026 and its base prospectus dated 10 June 2026 and accompanying prospectus dated 10 June 2026 forming part of the Company’s registration statement on Form F-3 (File No. 333-296397), including all amendments or supplements thereto (the Registration Statement) filed by the Company with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act 1933, as amended (the Securities Act). The Warrant Amendment amends section 2(c) of the Original Warrant to provide that the Holder may exercise the Warrant by means of a zero price exercise entitling the Holder to receive 18 ordinary shares of US$0.00025 par value each for each ordinary share that would otherwise be issuable upon a cash exercise of the Warrant, and that the Warrant shall be automatically exercised via a zero price exercise on the Termination Date (as defined in the Warrant). The ordinary shares of US$0.00025 par value each issuable upon a zero price exercise of the Warrant are referred to as the Warrant Shares. The Original Warrant was issued pursuant to the Company’s prospectus supplement no.1 dated 14 October 2026 and the Registration Statement.
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents (as defined below). The headings herein are for convenience only and do not affect the construction of this opinion.
| 1 | Documents examined |
For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents (the Documents):
| (a) | the certificate of incorporation of the Company dated 7 March 2023 issued by the Registrar of Companies of the Cayman Islands (the Registrar); |
| (b) | the amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 5 September 2024; |
| Ogier | |||
| Providing advice on British Virgin Islands, Cayman Islands and Guernsey laws |
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| Floor 11 Central Tower | Partners | ||
| 28 Queen’s Road Central | Nicholas Plowman | Yuki Yan | |
| Central | Nathan Powell | David Lin | |
| Hong Kong | Anthony Oakes | Alan Wong | |
| Oliver Payne | Janice Chu | ||
| T +852 3656 6000 | Kate Hodson | Zhao Rong Ooi | |
| F +852 3656 6001 | David Nelson | Rachel Huang** | |
| ogier.com | Joanne Collett | Florence Chan*‡ | * admitted in New Zealand |
| Dennis Li | Richard Bennett**‡ | ** admitted in England and Wales | |
| Cecilia Li | James Bergstrom‡ | ‡ not ordinarily resident in Hong Kong |
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| (c) | the second amended and restated memorandum and articles of association of the Company adopted by a special resolution passed on 10 July 2026 (together with item (b), the Memorandum and Articles); |
| (d) | a certificate of good standing dated 14 October 2026 (the Good Standing Certificate) issued by the Registrar in respect of the Company; |
| (e) | a copy of the register of directors and officers of the Company as provided to us on 14 October 2026 (the ROD); |
| (f) | copies of the listed shareholder list of the Company in respect of Ordinary Shares and Class A Ordinary Shares (as defined below) as provided to us on 28 October 2026 (the ROM, and together with the ROD, the Registers); |
| (g) | the Original Warrant and the Warrant Amendment; |
| (h) | a copy of the written resolutions of all of the directors of the Company dated 27October 2026 approving, among other things, the Company’s entry into, execution, delivery and performance of the Warrant Amendment and the issuance of the Warrant Shares upon any zero price exercise of the Warrant (the Board Resolutions); |
| (i) | a certificate dated 28 October 2026 as to certain matters of fact signed by a director of the Company (the Director’s Certificate). |
| 2 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:
| (a) | all original documents examined by us are authentic and complete; |
| (b) | all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete; |
| (c) | all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine; |
| (d) | each of the Good Standing Certificate, the Registers and the Director’s Certificate is accurate and complete as at the date of this opinion; |
| (e) | the Memorandum and Articles provided to us are in full force and effect at relevant time and have not been amended, varied, supplemented or revoked in any respect; |
| (f) | the Warrant Amendment has been or will be executed and delivered in the form examined by us, and all copies of the Prospectus Supplement No.2, Original Warrant and the Warrant Amendment are true and correct copies and conform in every material respect to the latest drafts of the same produced to us and where the Prospectus Supplement No.2 has been provided to us in successive drafts marked-up to indicate changes to the document, all such changes have been so indicated; |
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| (g) | the Board Resolutions remain in full force and effect and have not been, and will not be, rescinded or amended, and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Warrant Amendment and the transactions set out in the Board Resolutions and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Warrant Amendment and the Board Resolutions which has not been properly disclosed in the Board Resolutions; |
| (h) | neither the directors and shareholders of the Company have taken or will take any steps to wind up the Company or to appoint a liquidator or restructuring officer of the Company, and no receiver has been or will be appointed over any of the Company’s property or assets; |
| (i) | the Company will issue the Warrant Shares in accordance with the terms of the Warrant and in furtherance of its objects as set out in its Memorandum; |
| (j) | the Company will have sufficient authorized but unissued share capital to effect the issue of the maximum number of Warrant Shares issuable upon any zero price exercise of the Warrant (including any automatic zero price exercise on the Termination Date) at any time of issuance; |
| (k) | the Holder has the capacity, power and authority to enter into and perform its obligations under the Warrant Amendment, and the due execution and delivery thereof by the Holder has been duly authorised; |
| (l) | 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 Warrant Shares and none of the Warrant Shares have been or will be offered or issued to residents of the Cayman Islands; |
| (m) | upon the issue of any Warrant Shares pursuant to a zero price exercise of the Warrant (including an automatic zero price exercise on the Termination Date), the par value of such Warrant Shares will be fully paid up by the Company out of sums lawfully available for that purpose in accordance with the Memorandum and Articles and the Companies Act (as defined below); |
| (n) | the Company is, and after the issuance of the Warrant Shares will be, able to pay its liabilities as they fall due; and |
| (o) | there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein. |
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| 3 | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:
Corporate status
| (a) | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar under the laws of the Cayman Islands. |
Authorised Share capital
| (b) | The authorised share capital of the Company is US$25,000,000,000 divided into 90,000,000,000,000 ordinary shares of par value of US$0.00025 each (the Ordinary Shares) and 10,000,000,000,000 Class A ordinary shares of a par value of US$0.00025 each (the Class A Ordinary Shares). |
Corporate Authorisation
| (c) | The Company has taken all requisite corporate action to authorise its entry into, execution, delivery and performance of the Warrant Amendment and the issuance of the Warrant Shares upon zero price exercise of the Warrant. |
Warrant Shares
| (d) | The Warrant Shares, when issued and allotted by the Company upon a zero price exercise of the Warrant (including any automatic zero price exercise on the Termination Date) in accordance with the terms of the Warrant and the Board Resolutions, upon the par value thereof being paid up as described in paragraph 2(m), and when valid entry has been made in the register of members of the Company reflecting such issuance of Warrant Shares as fully paid shares, will be recognised as having been duly authorised and validly issued, fully paid and non-assessable. |
| 4 | Limitations and Qualifications |
| 4.1 | We offer no opinion: |
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Warrant or the Warrant Amendment to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Warrant or the Warrant Amendment, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Warrant, the Warrant Amendment and any other agreements into which the Company may have entered or any other documents; or |
| (c) | as to whether the acceptance execution or performance of the Company’s obligations under the Warrant, the Warrant Amendment or Documents will result in the breach of or infringe any other agreement, deed or document (other than the Company’s Memorandum and Articles) entered into by or binding on the Company. |
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| 4.2 | Under the Companies Act (Revised) (the Companies Act) of the Cayman Islands annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
| 4.3 | In good standing means only that as of the date of this opinion the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act. |
| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
| 6 | Consent |
We hereby consent to the filing of this opinion as an exhibit to a report of foreign private issuer on Form 6-K to be incorporated by reference into the Registration Statement.
This opinion may be used only in connection with the Warrant Amendment and the issuance of the Warrant Shares and while the Registration Statement is effective.
Yours faithfully
Ogier