Harney Westwood & Riegels

14th Floor, Alexandra House

18 Chater Road

Central

Hong Kong

Tel: +852 5806 7800

Fax: +852 5806 7810

A.

10,000,000 units each consisting of:

 a.

 b.

upon the consummation of an initial business combination (Units);

B.

up to 1,500,000 Units, which may be issued upon exercise of an option granted to the underwriter(s) to cover over-allotments, if any, exercisable for a period of 45 days after the closing of the offering (Over-Allotment Units);

C.

all Class A Ordinary Shares and all Rights issued as part of the Units and the Over-Allotment Units; and

D.

all Class A Ordinary Shares that may be issued upon the consummation of an initial business combination in respect of the Rights included in the Units and the Over-Allotment Units,

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harneys.com

1

Existence and Good Standing. The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing as at 20 February 2026 under the laws of the Cayman Islands. It is a separate legal entity and is subject to suit in its own name.

2

Capacity and Power. The delivery of the Registration Statement by the Company and the performance of its obligations thereunder are within the corporate capacity and power of the Company and have been duly authorised and approved by all necessary corporate action of the Company.

3

Authorised Share Capital. Based on our review of the Restated M&A (as defined in Schedule 1), the authorised share capital of the Company, with effect from the date that the Restated M&A becomes effective, will be USD50,000 divided into 500,000,000 shares of a par value of USD0.0001 each, comprising (i) 480,000,000 Class A ordinary shares of a par value of USD0.0001 each (the Class A Ordinary Share), (ii) 10,000,000 Class B ordinary shares of a par value of USD0.0001 each, and (iii) 10,000,000 preferred shares of a par value of USD0.0001 each.

4

Unit Shares. The Unit Shares to be issued by the Company as contemplated by the Registration Statement have been duly authorised and, when allotted, issued and fully paid for in accordance with the Resolutions (as defined in Schedule 1), and when the name of the shareholder is entered in the register of members of the Company (Register of Members), the Unit Shares will be validly issued, allotted, fully paid, and non-assessable and there will be no further obligation on the holder of any of the Unit Shares to make any further payment to the Company in respect of such Unit Shares.

5

Rights Shares. The Rights Shares to be issued by the Company as contemplated by the Registration Statement have been duly authorised and, when allotted, issued and fully paid for in accordance with the Resolutions, the terms of the Rights, and when the name of the shareholder is entered in the Register of Members, the Rights Shares will be validly issued, allotted, fully paid, and non-assessable and there will be no further obligation on the holder of any of the Rights Shares to make any further payment to the Company in respect of such Rights Shares.

6

Cayman Islands Law. The statements under the caption “Cayman Islands Taxation” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects as at the date of this opinion and such statements constitute our opinion.

Yours faithfully

Harney Westwood & Riegels

1

A copy of the certificate of incorporation of the Company dated 1 November 2024.

2

A copy of the amended and restated memorandum and articles of association of the Company adopted by a special resolution dated 8 February 2025 (the M&A).

3

A copy of the second amended and restated memorandum and articles of association of the Company to be adopted by a special resolution and effective immediately prior to the completion of the initial public offering of the Class A Ordinary Share in the form as attached to the Registration Statement (the Restated M&A).

4

A certificate of good standing dated 20 February 2026 in respect of the Company issued by the Registrar of Companies in the Cayman Islands.

5

A copy of the register of members provided to us provided to us on 13 March 2026.

6

A copy of the register of directors and officers of the Company provided to us on 13 March 2026.

7

The copies of the written resolutions of the board of directors of the Company dated 13 March 2026 and 31 March 2026, respectively (Resolutions).

8

A certificate dated 31 March 2026 provided by a director of the Company confirming certain matters to us which are relevant to our opinion (Director’s Certificate), a copy of which is annexed to this opinion as Appendix I.

9

The Registration Statement.

1

Validity under Foreign Laws. That:

(a)

all formalities required under any applicable laws (other than the laws of the Cayman Islands) have been complied with; and

(b)

no other matters arising under any foreign law will affect the views expressed in this opinion.

2

Authenticity of Documents. All original Documents are authentic, all signatures, initials and seals are genuine, all copies of Documents are true and correct copies and the Registration Statement conforms in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated.

3

Corporate Documents. All matters required by law to be recorded in the Corporate Documents are so recorded, and all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete, and all facts expressed in or implied thereby are accurate and complete.

4

Director’s Certificate. The contents of the Director’s Certificate are true and accurate as at the date of this opinion.

5

Constitutional Documents. The M&A is the latest memorandum and articles of association of the Company in effect as of the time of the opinion.

6

Resolutions. The Resolutions have been duly executed (and whereby a corporate entity such execution has been duly authorised if so required) by or on behalf of the directors, or by or on behalf of each shareholder in respect of the shareholder resolutions, and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed. The Resolutions remain in full force and effect.

7

No Steps to Wind-up. The directors and shareholders of the Company have not taken any steps to have the Company struck off or placed in liquidation, no steps have been taken to wind up the Company and no receiver has been appointed over any of the property or assets of the Company.

8

Unseen Documents. Save for the Documents provided to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions envisaged in the Documents and, in particular, that the entry into and performance of the transactions contemplated under the Registration Statement will not cause any of the parties thereto to be in breach of any agreement or undertaking.

1

Non-assessable. The term non-assessable means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

2

Foreign Statutes. We express no opinion in relation to provisions making reference to foreign statutes in the Registration Statement.

3

Commercial Terms. Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

4

Register of members. Under the Companies Act, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

5

Good Standing. The Company shall be deemed to be in good standing at any time if all fees (including annual filing fees) and penalties under the Companies Act have been paid and the Registrar of Companies in the Cayman Islands has no knowledge that the Company is in default under the Companies Act.

6

Economic Substance. We have undertaken no enquiry and express no view as to the compliance of the Company with the International Tax Co-operation (Economic Substance) Act (Revised).