Mobix Labs (MOBX) S-4/ARegistration of securities issued in business combination transactions (amended)

Exhibit 5.1

Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

TELEPHONE: +1-212-455-2000

facsimile: +1-212-455-2502

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[·], 2023

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Chavant Capital Acquisition Corp.

445 Park Avenue, 9th Floor

New York, NY 10022

Ladies and Gentlemen:

We have acted as U.S. counsel to Chavant Capital Acquisition Corp., a Cayman Islands corporation (the “Company”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of (1) 6,000,000 New Warrants (the “Subject Warrants”) and (2) 23,960,315 shares of Class A Common Stock (the “Subject Shares”) (including shares that may be issued upon exercise of the Subject Warrants), in connection with that certain business combination agreement, dated as of November 15, 2022, as amended on April 7, 2023 (the “Business Combination Agreement”), by and among the Company, CLAY Merger Sub II, Inc., a Delaware corporation and a wholly-owned direct subsidiary of the Company (“Merger Sub”), and Mobix Labs, Inc., a Delaware corporation (“Mobix Labs”), providing for, among other things, and subject to the conditions therein, the combination of the Company and Mobix Labs pursuant to the

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proposed merger of Merger Sub with and into Mobix Labs, with Mobix Labs surviving as a wholly-owned direct subsidiary of the Company (the “Merger”).

Prior to the consummation of the Merger, the Company expects to change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Act (As Revised) (the “Cayman De-Registration”) and a domestication under Section 388 of the Delaware General Corporation Law (the “DGCL”) by filing an application to deregister with the Cayman Islands Registrar of Companies and by filing a certificate of corporate domestication (the “Certificate of Domestication”) simultaneously with a certificate of incorporation (the “Certificate of Incorporation”) (the Cayman De-Registration, together with the filing of the Certificate of Domestication and the Certificate of Incorporation, the “Domestication”), in each case, in respect of the Company with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”).  The Domestication is expected to be effectuated on the business day prior to the consummation of the Merger and is subject to the approval of the shareholders of the Company.

Upon the Domestication: (a) each issued and outstanding ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company will automatically convert, on a one-for-one basis, into a share of Class A common stock, par value $0.00001 per share, of the Company (the “Class A Common Stock”) and (b) each issued and outstanding warrant of the Company to purchase a Class A Ordinary Share (the “Warrants”) will automatically convert into a warrant representing the right to purchase one share of Class A Common Stock of the Company at an exercise price of $11.50 per share of Class A Common Stock (the Warrants following such conversion, the “New Warrants”) on the terms and conditions set forth in the Warrant Agreement, dated as of July 19, 2021, between the Company and Continental Stock Transfer & Trust Company (as amended from time to time, the “Warrant Agreement”).

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We have examined (i) the Registration Statement (including the proxy statement/prospectus forming a part thereof), (ii) the Business Combination Agreement, (iii) the form of Certificate of Domestication of the Company, (iv) the form of Certificate of Incorporation of the Company, (v) the form of the Certificate of Amendment of Certificate of Incorporation of the Company, (vi) the form of the Bylaws to be adopted by the Company in connection with the Domestication and following consummation of the Merger and (vii) the Warrant Agreement and form of amendment to the Warrant Agreement, each of which has been filed with the Commission as an exhibit to the Registration Statement.

In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and Mobix Labs and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. In such examination, we have assumed the accuracy of the factual matters described in the Registration Statement.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

In addition to the foregoing, for the purpose of rendering our opinions as expressed herein, we have assumed that:

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laws of the Cayman Islands to authorize and permit the Domestication, and any and all consents, approvals and authorizations from applicable Cayman Islands governmental and regulatory authorities required to authorize and permit the Domestication will have been obtained;

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

Our opinion set forth in paragraph 2 above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. In addition, we express no opinion as to the validity, legally binding effect or enforceability of Section 9.9 of the Warrant Agreement relating to the severability of provisions of the Warrant Agreement.

In connection with the provisions the Warrant Agreement whereby the parties submit to the jurisdiction of the courts of the State of New York or the United States District Court for the

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Southern District of New York, we note the limitations of 28 U.S.C. Sections 1331 and 1332 on subject matter jurisdiction of the federal courts. In connection with the provisions of the Warrant Agreement that relate to forum selection (including, without limitation, any waiver of any objection to venue or any objection that a court is an inconvenient forum), we note that under N.Y.C.P.L.R. Section 510, a New York State court may have discretion to transfer the place of trial, and under 28 U.S.C. Section 1404(a), a United States District Court has discretion to transfer an action from one U.S. federal court to another.

We do not express any opinion herein concerning any law other than the DGCL and the law of the State of New York.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the proxy statement/prospectus included in the Registration Statement.

Very truly yours,