Exhibit 5.1

1.

Our role

2.	Documents examined

2.1	a draft of the Registration Statement (excluding exhibits);

2.2	a current company extract obtained as at 9.35 a.m. (Australian Eastern Standard Time) on 9 August 2022, from the records of the Company which are available to the public on a database maintained by the Australian Securities and Investments Commission (ASIC);

2.3	a copy of the Certificate of Registration for the Company, dated 11 May 2017, which certifies that the Company is a registered company under the Corporations Act 2001 (Cth) (Corporations Act) and is taken to be registered in the State of New South Wales in Australia;

2.4	the Certificate of Registration on Change of Name, dated 13 June 2018, which certifies that the Company changed its name to Naked Brand Group Limited on the date of such certificate;

2.5	the Certificate of Registration on Change of Name, dated 31 December 2022, which certifies that the Company changed its name to Cenntro Electric Group Limited on the date of such certificate;

2.6	the Constitution of the Company (Constitution);

2.7

the circular resolutions of the board of directors of the Company (Board), dated on or about 19 July 2022 and 7 August 2022, pursuant to which the Board approved or ratified (as applicable) the transactions pursuant to which Ordinary Shares the subject of the Registration Statement may be issued to the Selling Shareholders (Transaction) (Circular Board Resolution); and

2.8	a copy of the register of members of the Company (Register of Members) as at 8 August 2022.

3.

Opinion

3.1	the Company is a corporation incorporated and existing under the laws of the Commonwealth of Australia, taken to be registered in New South Wales and is capable of suing and being sued in its corporate name; and

3.2	the Ordinary Shares that may be resold by the Selling Shareholders (Resale Ordinary Shares) are validly issued and fully paid.

4.	Assumptions

4.1	the authenticity of all signatures, seals, duty stamps and markings;

4.2	the completeness, and conformity to originals, of all non-original or incomplete documents submitted to us;

4.3	the Register of Members is up to date and has been correctly completed in accordance with the Constitution of the Company and the Corporations Act;

4.4	the Transaction was completed in accordance with the terms of each of the documents referred to in the Circular Board Resolution (Transaction Documents);

4.5	the Constitution was validly adopted by the Company;

4.6

that any document, including the Circular Board Resolution, recording the authorisation of the transactions contemplated by the Registration Statement or by or in connection with the Transaction, including any issue of Ordinary Shares, examined by us is a true, complete and accurate record of an authorisation which is valid in all respects, and no relevant corporate records have been withheld from us (whether deliberately or inadvertently);

4.7	execution, delivery or performance of the Transaction Documents is legal, valid, binding and enforceable under all laws of the jurisdiction of the law by which it is governed;

4.8

that all authorisations, approvals or licences required under any law (including any Relevant Law (as defined below)) for any party (other than the Company) to enter into or to perform any of its obligations under a transaction contemplated by the Registration Statement have been obtained, remain valid and subsisting and have been complied with;

4.9	that no law or official directive of any jurisdiction, other than a Relevant Jurisdiction (as defined below), affects any of the opinions expressed;

4.10	that the implementation of the transactions or matters contemplated by the Registration Statement do not involve an illegal or improper purpose under any law, including any Relevant Law (as defined below);

4.11

the details revealed by our search of public registers maintained by governmental or other regulatory authorities are true and correct and up to date at the date of our search and have been properly and accurately recorded in those registers by those authorities. We note that ASIC expressly disclaims any liability arising from the use of its service;

4.12	that each party to each document has the requisite power and authority (corporate or otherwise) to execute and deliver and perform its obligations thereunder;

4.13

all matters of internal authorisation required by the constitutions of each of the parties (if applicable) to the relevant documents (other than the Company) have been duly attended to (including, without limitation, the holding of properly constituted meetings of the boards of directors of each of those parties and the valid and lawful passing at those meetings of appropriate resolutions);

4.14

that any documents which purport to be governed by the law of any jurisdiction other than the laws of the Commonwealth of Australia are legal, valid and binding obligations on all of the parties thereto and that none of the execution, delivery or performance of any document by any party thereto violates or contravenes or is rendered invalid, not binding or unenforceable under any applicable law under any jurisdiction other than the laws of the Commonwealth of Australia;

4.15	no party has contravened or will contravene any provision of the Corporations Act by giving effect to a transaction contemplated by the Registration Statement or Transaction Documents (Documents) or undertaking or being involved in a transaction related to or in connection with the Documents;

4.16	none of the Company or the Selling Shareholders will engage in fraudulent or unconscionable conduct or conduct which is misleading or deceptive (including by omission) or which is likely to mislead or deceive in relation to the sale of any of the Ordinary Shares;

4.17	there is no (and there will not in the future be) bad faith, fraud, undue influence, coercion or duress or similar conduct on the part of the Company or the Selling Shareholders in relation to the offer or sale of any of the Ordinary Shares;

4.18	that the Registration Statement has not been amended in any material respect from the draft provided to us and that it was duly filed with the SEC;

4.19	insofar as any obligation under any document examined is to be performed in any jurisdiction other than a Relevant Jurisdiction (as defined below), its performance will not be illegal or unenforceable under the law of that jurisdiction; and

4.20	that the formalities for execution required by the law of the place of execution of each document examined have or will be complied with.

5.	Qualifications

5.1	we have relied on the assumptions contained in section 129 of the Corporations Act with respect to the Company;

5.2

we express no opinion in respect of the Documents (and for the avoidance of doubt, including any documents incorporated by reference in the Documents) and we have not been, nor are we, responsible for verifying the accuracy of the facts, or the reasonableness of any statements of opinion, contained in or implied by the Documents, or ensuring that no material facts have been omitted from any of them. Furthermore, we express no opinion as to whether the Documents contain all the information required in order for the offer and sale of Ordinary Shares not to constitute misleading or deceptive conduct within the meaning of the Corporations Act or any analogous prohibited conduct under any other law;

5.3	we express no view on any matter requiring skill or expertise of a non-legal nature, such as financial, statistical, accounting, commercial or actuarial matters;

5.4	this opinion is given only in respect to the laws of the Commonwealth of Australia in force as at 9:00am (Australian Eastern Daylight Time) on the date of this opinion (Relevant Jurisdiction); and

5.5	we express no opinion as to:

(a)

the laws of any jurisdictions other than the laws of the Relevant Jurisdiction (Relevant Law);

(b)

the implications of any pending or foreshadowed legislative amendment or proposal in the Relevant Jurisdiction;

(c)

factual or commercial matters; or

(d)

taxation, including the effect of any Relevant Laws relating to taxation (including, without limitation, the imposition or payment of any stamp duty in connection with the transactions contemplated in the Registration Statement).

6.	Benefit and reliance

6.1	This opinion is issued to the Company only for the Company’s sole benefit and may not, without our prior written consent, be:

(a)

used or relied on by another person or used or relied upon for any other purpose. We expressly exclude any duty to any person other than the addressee in relation to this opinion, unless otherwise agreed by us in writing;

(b)

transmitted or disclosed to another person, except:

(i)

to persons who in the ordinary course of the Company’s business have access to the Company’s papers and records on the basis that they will make no further disclosure;

(ii)

if required by law or in accordance with an official directive; or

(iii)

in connection with any litigation in relation to the documents mentioned in this document; or

(iv)

filed with a government or other agency or quoted or referred to in a public document.

6.2

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. This opinion may not be relied upon by any person or entity other than you, quoted in whole or in part or otherwise referred to in any report or document or relied upon for any purpose other than in connection with the offer and sale of Ordinary Shares under the Documents from time to time without our prior written approval.

6.3	No assumption or qualification in this opinion limits any other assumption or qualification in it.

6.4

We have not provided, and are not required to provide, advice on the legal effect of any of the assumptions or qualifications in this opinion. Persons entitled to rely on this opinion should obtain their own legal advice on the effect, completeness and extent of application of those assumptions and qualifications.