6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM6-K

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REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIESEXCHANGE ACT OF 1934

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For the month of: November 2021

Commission File Number: 001-38544

NAKEDBRAND GROUP LIMITED

(Translation of registrant’s name into English)

Level 61, MLC Centre, 25 Martin Place, Sydney, New South Wales 2000, Australia

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

OtherEvents

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On November 17, 2021, Naked Brand Group Limited (the “Company”) filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) relating to ordinary shares of the Company to be resold from time to time by the selling shareholder identified therein. The prospectus supplement forms a part of the Company’s Registration Statement on Form F-3 (Reg. No. 333-256258), which was filed with the SEC and became effective on May 18, 2021.

Mills Oakley, counsel to the Company, has issued an opinion to the Company, dated November 17, 2021, regarding the validity of such ordinary shares. A copy of the opinion is filed as Exhibit 5.1 to this Report of Foreign Private Issuer on Form 6-K.

Theinformation contained in this Report on Form 6-K, including the exhibits hereto, shall be incorporated by reference in the Company’sregistration statements on Form F-3 (File Nos. 333-226192, 333-230757, 333- 232229, 333-235801, 333-243751, 333-249490, 333-249547, 333-254245,and 333-256258) and the prospectuses included therein.

Exhibits

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Exhibit<br> No.	Description
5.1	Opinion of Mills Oakley
23.1	Consent of Mills Oakley (included in Exhibit 5.1)

SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 17, 2021

NAKED<br> BRAND GROUP LIMITED
By:	/s/ Justin Davis-Rice
Name:	Justin<br> Davis-Rice
Title:	Chief<br> Executive Officer

Exhibit5.1

	Mills Oakley<br><br> <br>ABN:<br> 51 493 069 734<br><br> <br><br><br> <br>Our<br> ref: DDSS/JYKS/3533854<br><br> <br><br><br> <br>All<br> correspondence to:<br><br> <br>PO<br> Box H316<br><br> <br>AUSTRALIA<br> SQUARE NSW 1215<br><br> <br>DX 13025 Sydney Market Street<br><br> <br><br><br> <br>Contact<br><br> <br>Danny<br> Simmons +61 2 9121 9073<br><br> <br>Email:<br> dsimmons@millsoakley.com.au<br><br> <br><br><br> <br>Partner<br><br> <br>Danny<br> Simmons +61 2 9121 9073<br><br> <br>Email:<br> dsimmons@millsoakley.com.au
17<br> November 2021 (Sydney, Australia time)
The<br> Directors<br><br> <br>Naked<br> Brand Group Limited<br><br> <br>Level<br> 61, MLC Centre<br><br> <br>25<br> Martin Place, Sydney<br><br> <br>NSW<br> 2000 Australia

Dear Sirs

NakedBrand Group Limited

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1.	Our role

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We have been requested to provide an Australian legal opinion in respect of the proposed issue of up to 173,403,194 Ordinary Shares (as defined in the Prospectus) in Naked Brand Group Limited (ACN 619 054 938) (Company) in accordance with the prospectus on Form F-3 (Prospectus) to be filed by the Company with the United States Securities and Exchange Commission (SEC) which forms part of an existing registration statement on Form F-3 that the Company filed with the SEC using an “automatic shelf” registration process (Registration Statement).

2.	Documents

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We have examined and relied on copies, drafts or conformed copies of the following documents:

(a)	a<br> draft form of the Prospectus (excluding exhibits);
(b)	the<br> November 2021 SPA (as defined in the Prospectus);
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(c)	a<br> draft form of the Report of Foreign Private Issuer on Form 6-K which will attach a copy of<br> this opinion;
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(d)	a<br> current company extract obtained as at 9:27am AEDT on 16 November 2021, from the records<br> of the Company which are available to the public on a database maintained by the Australian<br> Securities and Investments Commission (ASIC);
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(e)	the<br> Certificate of Registration dated 11 May 2017, which certifies that the Company is a registered<br> company under the Corporations Act 2001 (Cth) (Corporations Act) and is taken<br> to be registered in the State of New South Wales in Australia;
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M E L B O U R N E | S Y D N E Y | B R I S B A N E | C A N B E R R A | P E R T H

MILLS OAKLEY | ABN: 51 493 069 734 | info@millsoakley.com.au | www.millsoakley.com.au

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| --- | | (f) | the<br> Certificate of Registration on Change of Name dated 13 June 2018, which certifies that the<br> Company changed its name to Naked Brand Group Limited on the date of such certificate; | | --- | --- | | (g) | the<br> Constitution of the Company (Constitution); | | --- | --- | | (h) | a<br> special resolution of the sole shareholder of the Company dated 19 June 2018 whereby the<br> Company adopted the Constitution; and | | --- | --- | | (i) | such<br> corporate documents and records of the Company and such other instruments, certificates and<br> documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter<br> expressed. | | --- | --- | | 3. | Opinion | | --- | --- |

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On the basis of the assumptions, qualifications and terms set out in this opinion, we are of the opinion that:

(a)	(Incorporation)<br> the Company is a corporation incorporated and existing under the laws of the Commonwealth<br> of Australia, taken to be registered in New South Wales and is capable of suing and being<br> sued in its corporate name; and
(b)	(Ordinary Shares validly issued) when the Ordinary Shares are issued, sold and paid for as contemplated<br> in the November 2021 SPA, the Prospectus, the Registration Statement and in accordance with<br> the Constitution of the Company, and are registered in the Register of Members of the Company,<br> the Ordinary Shares will be validly issued and fully paid.
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4.	Assumptions
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We have assumed without investigation:

(a)	the<br> authenticity of all signatures, seals, duty stamps and markings;
(b)	the<br> completeness, and conformity to originals, of all non-original or incomplete documents submitted<br> to us;
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(c)	the<br> board of directors of the Company will approve the allotment and issue of the Ordinary Shares<br> in accordance with the Constitution and the Corporations Act and such shares will otherwise<br> be issued in compliance with the Constitution and the Corporations Act;
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(d)	upon<br> issue, each holder of the Ordinary Shares will have fully paid the amount payable to the<br> Company for their Ordinary Shares;
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(e)	that<br> any document recording the authorisation of the transactions contemplated by the Prospectus,<br> including the issue of the Ordinary Shares, is a true, complete and accurate record of an<br> authorisation which is valid in all respects;
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(f)	that<br> all authorisations, approvals or licences required under any law (including any Relevant<br> Law (as defined below)) for any party (other than the Company) to enter into or to perform<br> any of its obligations under a transaction contemplated by the Prospectus have been obtained,<br> remain valid and subsisting and have been complied with;
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(g)	that<br> no law or official directive of any jurisdiction, other than a Relevant Jurisdiction (as<br> defined below), affects any of the opinions expressed;
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| --- | | (h) | that<br> the implementation of the transactions or matters contemplated by the Prospectus will not involve an illegal or improper purpose<br> under any law, including any Relevant Law (as defined below); | | --- | --- | | (i) | upon<br> issue, the Ordinary Shares will be, duly registered, and will continue to be registered,<br> in the Company’s Register of Members; | | --- | --- | | (j) | the<br> details revealed by our search of public registers maintained by governmental or other regulatory<br> authorities are true and correct and up to date at the date of our search and have been properly<br> and accurately recorded in those registers by those authorities. We note that ASIC expressly<br> disclaims any liability arising from the use of its service; | | --- | --- | | (k) | that<br> the Prospectus has not been amended in any material respect to the draft provided to us and<br> that it was duly filed with the SEC; | | --- | --- | | (l) | that<br> the November 2021 SPA has not been amended in any material respect to the copy provided to<br> us; | | --- | --- | | (m) | insofar<br> as any obligation under any document examined is to be performed in any jurisdiction other<br> than a Relevant Jurisdiction (as defined below), its performance will not be illegal or unenforceable<br> under the law of that jurisdiction; and | | --- | --- | | (n) | that<br> the formalities for execution required by the law of the place of execution of each document<br> examined have or will be complied with. | | --- | --- | | 5. | Qualifications | | --- | --- |

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This opinion is subject to the following qualifications:

(a)	this<br> opinion is given only in respect to the laws of the Commonwealth of Australia in force as<br> at 9:00am (AEDT) on the date of this opinion (Relevant Jurisdiction); and
(b)	we<br> express no opinion as to:
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(i)	the<br> laws of any jurisdictions other than the laws of the Relevant Jurisdiction (Relevant Law);
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(ii)	the<br> implications of any pending or foreshadowed legislative amendment or proposal in the Relevant<br> Jurisdiction;
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(iii)	factual<br> or commercial matters; or
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(iv)	taxation,<br> including the effect of any Relevant Laws relating to taxation (including, without limitation,<br> the imposition or payment of any stamp duty in connection with the transactions contemplated<br> in the Prospectus).
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6.	Benefit and reliance
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(a)	This<br> opinion is issued to the Company only for the Company’s sole benefit and may not, without<br> our prior written consent, be:
(i)	used<br> or relied on by another person or used or relied upon for any other purpose. We expressly<br> exclude any duty to any person other than the addressee in relation to this opinion, unless<br> otherwise agreed by us in writing;
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| --- | | (ii) | transmitted<br> or disclosed to another person, except: | | --- | --- | | (A) | to<br> persons who in the ordinary course of the Company’s business have access to the Company’s<br> papers and records on the basis that they will make no further disclosure; | | --- | --- | | (B) | if<br> required by law or in accordance with an official directive; or | | --- | --- | | (C) | in<br> connection with any litigation in relation to the documents mentioned in this document; or | | --- | --- | | (iii) | filed<br> with a government or other agency or quoted or referred to in a public document. | | --- | --- | | (b) | This<br> opinion is strictly limited to the matters stated in it and does not apply by implication<br> to other matters. | | --- | --- | | (c) | No<br> assumption or qualification in this opinion limits any other assumption or qualification<br> in it. | | --- | --- | | (d) | We<br> have not provided, and are not required to provide, advice on the legal effect of any of<br> the assumptions or qualifications in this opinion. Persons entitled to rely on this opinion<br> should obtain their own legal advice on the effect, completeness and extent of application<br> of those assumptions and qualifications. | | --- | --- |

This opinion is governed by the laws of New South Wales, Australia. We are under, and assume, no obligation to inform you of, or advise you on, any future changes to these or any other laws.

We hereby consent to the use of this opinion as an exhibit to the Prospectus, which is incorporated by reference into the Registration Statement, and to the use of our name as your counsel, and to all references made to us in the Registration Statement and Prospectus. In giving this consent, we do not hereby admit that we are “experts” within the meaning of the U.S. Securities Act of 1933 or the rules and regulations of the SEC promulgated thereunder with respect to any part of the Registration Statement.

Yours sincerely

DANIELSIMMONS

PARTNER

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