UDP-galactopyranose mutase (UGM) is a key flavoenzyme involved in cell wall biosynthesis of a variety of pathogenic bacteria and hence, integral to their survival. It catalyzes the interconversion of UDP-galactopyranose (UDP-Galp) and UDP-galactofuranose (UDP-Galf); interconversion of the galactose moieties six- and five-membered ring forms. We have synergistically applied both density functional theory (DFT)-cluster and ONIOM quantum mechanics/molecular mechanics (QM/MM) hybrid calculations to elucidate the mechanism of this important enzyme and to provide insight into its uncommon mechanism. It is shown that the flavin must initially be in its fully reduced form. Furthermore, it requires an N5(FAD)-H proton, which, through a series of tautomerizations, is transferred onto the ring oxygen of the substrate's Galp moiety to facilitate ring-opening with concomitant Schiff base formation. Conversely, Calf formation is achieved via a series of tautomerizations involving proton transfer from the galactose's -O4(Gal)H group ultimately onto the flavin's N5(FAD) center. With the DFT-cluster model, the overall rate-limiting step with a barrier of 120.0 kJ mol(-1) is the interconversion of two Galf-flavin tautomers: one containing a C4(FAD)-OH group and the other a tetrahedral protonated-N5(FAD) center. In contrast, in the QM/MM model a considerably more extensive chemical model was used that included all of the residues surrounding the active site, and modeled both their steric and electrostatic effects. In this approach, the overall rate-limiting step with a barrier of 99.2 kJ mol(-1) occurs during conformational rearrangement of the Schiff base linear galactose-flavin complex. This appears due to the lack of suitable functional groups to facilitate the rearrangement.