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Emmet, Marvin & Martin, llp Counsellors
at Law New York, New York 10271 Tel: 212-238-3000 Fax: 212-238-3100 www.emmetmarvin.com |
November 30, 2022
The Bank of New York Mellon,
as Depositary
240 Greenwich Street
New York, New York, 10286
| Re: | American Depositary Shares representing ordinary shares of KE Holdings Inc. |
Ladies and Gentlemen:
We refer to the registration statement to be filed on Form F-6 under the Securities Act of 1933 (the "Registration Statement") by the legal entity created by the agreement (the "Deposit Agreement") for issuance of American Depositary Shares ("ADSs"), which may be evidenced by American Depositary Receipts ("ADRs"), representing ordinary shares of KE Holdings Inc., for which you propose to act as Depositary.
We are of the opinion that the ADSs covered by the Registration Statement, when issued in accordance with the terms of the Deposit Agreement, will, when sold, be legally issued and will entitle the holders thereof to the rights specified in the Deposit Agreement and the ADRs.
This opinion may be used by you as an exhibit to the Registration Statement.
Very truly yours,
/s/ EMMET, MARVIN & MARTIN, LLP
EMMET, MARVIN & MARTIN, LLP