Exhibit 5.1

  Mourant Ozannes (Cayman) LLP
94 Solaris Avenue
Camana Bay
PO Box 1348
Grand Cayman KY1-1108
Cayman Islands

T +1 345 949 4123
F +1 345 949 4647

Global Mofy AI Limited

#3-212 Governors Square

23 Lime Tree Bay Avenue

Seven Mile Beach

P. O. Box 30746

Grand Cayman KY1-1203

Cayman Islands

5 September 2024

Dear Addressee

Global Mofy AI Limited (the Company)

We have acted as Cayman Islands legal advisers to the Company in connection with the Company's registration statement on Form S-8 filed on 5 September 2024 with the U.S. Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended, to register securities issuable pursuant to the Company's 2024 Equity Incentive Plan (the Plan), namely 4,500,000 Class A Ordinary Shares in the Company of par value US$0.000002 each and an indeterminate number of additional Class A Ordinary Shares to prevent dilution from share splits, share dividends or similar transactions (collectively, the Shares) (the Registration Statement, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

1. Documents Reviewed

For the purposes of this opinion letter, we have examined a copy of each of the following documents:

(a) the certificate of incorporation of the Company dated 29 September 2021;

(b) the certificate of incorporation of the Company on change of name dated 22 August 2024;

(c) the amended and restated memorandum and articles of association of the Company (the M&A) adopted by a special resolution dated 15 August 2024;

(d) a copy of the Company's register of members (the Register of Members) that was provided to us by the Company;

(e) a copy of the Company's register of directors and officers that was provided to us by the Company (together with the M&A and the Register of Members, the Company Records);

(f) written resolutions of the board of directors of the Company dated 26 July 2024 and 21 August 2024 approving (among other things) the allotment of the Shares, and shareholder resolutions passed on 15 August 2024 approving, among other things, the adoption of the M&A (the Resolutions);

(g) a certificate of good standing dated 2 September 2024, issued by the Registrar of Companies (the Registrar) in the Cayman Islands (the Certificate of Good Standing); and

(h) the Registration Statement.

Mourant Ozannes (Cayman) LLP is registered as a limited liability partnership in the Cayman Islands with registration number 601078

mourant.com

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 upon the following assumptions, which we have not independently verified:

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

2.2 where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of the draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

2.3 the accuracy and completeness of all factual representations made in the documents reviewed by us;

2.4 the genuineness of all signatures and seals;

2.5 the Resolutions were duly passed, are in full force and effect and have not been amended, revoked or superseded;

2.6 there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below;

2.7 the directors of the Company have not exceeded any applicable allotment authority conferred on the directors by the shareholders;

2.8 upon issue of the Shares, the Company will receive in full the consideration for which the Company agreed to issue the Shares, which shall be equal to at least the par value thereof;

2.9 the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement has been duly filed with the Commission;

2.10 each director of the Company (and any alternate director) has disclosed to each other director any interest of that director (or alternate director) in the transactions contemplated by the Registration Statement in accordance with the M&A;

2.11 the Company is not insolvent, will not be insolvent and will not become insolvent as a result of executing, or performing its obligations under the Registration Statement and no steps have been taken, or resolutions passed, to wind up the Company or appoint a receiver in respect of the Company or any of its assets;

2.12 the Company Records were, when reviewed by us, and remain at the date of this opinion accurate and complete; and

2.13 the Company will have sufficient authorised but unissued share capital to issue each Share.

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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:

3.1 The Company is incorporated under the Companies Act (as amended) of the Cayman Islands (the Companies Act), validly exists under the laws of the Cayman Islands as an exempted company and is in good standing with the Registrar. The Company is deemed to be in good standing on the date of issue of the Certificate of Good Standing if it:

(a) has paid all fees and penalties under the Companies Act; and

(b) is not, to the Registrar's knowledge, in default under the Companies Act.

3.2 The Certificate of Good Standing is evidence that the Company is in good standing on the date thereof. Under Cayman Islands law, good standing means that the Company has paid all fees and penalties under the Companies Act and is not, to the Registrar's knowledge, in default under the Companies Act.

3.3 Based solely on our review of the M&A, the authorised share capital of the Company is US$50,000.00 divided into 22,000,000,000 Class A Ordinary Shares of par value US$0.000002 each and 3,000,000,000 Class B Ordinary Shares of par value US$0.000002 each.

3.4 The Shares have been duly authorised and when allotted, issued and paid for in accordance with the Plan and the Resolutions and when appropriate entries have been made in the register of members of the Company in respect thereof 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

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.

In this opinion the phrase non-assessable means, with respect to Shares in the Company, that a member shall not, solely by virtue of its status as a member, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances and subject to the M&A, 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. Consent

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name in the Registration Statement. In giving such consent, we do not hereby 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 promulgated thereunder.

Yours faithfully

/s/ Mourant Ozannes (Cayman) LLP

Mourant Ozannes (Cayman) LLP

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