A. | For the purpose of this opinion, we have exclusively examined and relied upon photocopies or copies received by fax or by electronic means, or originals if so expressly stated, of the following documents: | |
a) | the Registration Statement; | |
b) | a copy of the articles of association (statuts) of the Issuer last updated on May 15, 2025, as certified as of June 23, 2026 (the “Articles”); | |
c) | a copy of the minutes of the general meeting of the Issuer held on May 15, 2025, as certified as of June 23, 2026; | |
d) | a K-bis extract (Extrait K-bis) of the Issuer issued on June 23, 2026, by the Registre du Commerce et des Sociétés of Paris as of June 22, 2026 (the “Extract”); and | |
e) | a certificate en matière de procédures collectives relating to the Issuer issued on June 23, 2026, issued by the Registre du Commerce et des Sociétés of Paris as of June 22, 2026 (the “Certificate”). | |
B. | In rendering this opinion, we have assumed: | |
a) | the genuineness of all signatures on, and the authenticity and completeness of all documents submitted to us as copies of drafts, originals or execution copies and the exact conformity to the originals of all documents submitted to us as photocopies or copies transmitted by facsimile or by electronic means and that all documents were at their date, and will have remained, accurate and in full force and effect without modification; | |
b) | the resolutions adopted at the annual general meeting of the Issuer referred to in paragraph A(c) above (the “Resolutions”) have been duly approved and have not been superseded, amended, annulled, revoked or rescinded and are in full force and effect as at the date hereof; | |
c) | that, as of the date hereof, the Issuer is not in a state of cessation of payments (cessation des paiements) (or any similar state in any jurisdiction other than France), and is not subject to any bankruptcy, insolvency, reorganization, moratorium or similar proceedings under laws of the French Republic or of any jurisdiction other than France; | |
d) | that (i) all corporate and other action required to be taken by the Issuer to authorize the Offering and the issuance of Shares has been, or will have been, duly and validly taken, will not have been annulled, revoked or rescinded and will be in full force and effect, and (ii) each time Shares have been or will be issued, offered, sold, or otherwise transferred (x) such Shares will have been duly subscribed and paid in full by the subscribers thereof in accordance with any applicable law (including, without limitation, the laws of the French Republic) and the Articles, (y) the amount of Shares so issued, offered, sold or otherwise transferred will remain within the limits of the then authorized but unissued amounts of Shares pursuant to the Resolutions or the then applicable resolutions of shareholders of the Issuer and (z) all other conditions set out by applicable law (including, without limitation, the laws of the French Republic) and the Resolutions (or the then applicable resolutions of shareholders of the Issuer for the issuance of such Shares) will have been satisfied; | |
e) | that any and all authorizations and consents of, or other filings with or notifications to, any public authority or other relevant body or person in or of any jurisdiction which may be required (including, without limitation, the laws of the French Republic) in respect of the Offering have been or will be duly obtained or made, as the case may be; and | |
f) | that the information set forth in the Extract and the Certificate is on the date hereof complete and accurate. | |
C. | We are rendering this opinion in our capacity as Avocats au Barreau de Paris and this opinion is limited to, and is to be construed in accordance with, the laws of the French Republic and relates to matters of French law exclusively. This opinion is given on the basis that it is to be governed by, and construed in accordance with, the laws of the French Republic. In this opinion, references to French law or to the laws of the French Republic are to be read as references to the laws and regulations of France in full force and effect as of the date hereof, as interpreted by the Cour de Cassation and the Conseil d’Etat (being the supreme courts of the French judiciary and administrative court systems, respectively) in their decisions reported in major legal publications. We express no opinion as to (i) any matter of foreign law nor as to any matter of fact and, in particular, we express no opinion on European Community law as it affects any jurisdiction other than the Republic of France (ii) matters of competition law, and (iii) matters of taxation. In addition, we have assumed that no foreign law affects the conclusions stated in this opinion and that the recognition by a French court pursuant to a treaty or otherwise of the effects in France of a foreign law does not affect the conclusions stated in this opinion. | |
D. | Based upon and subject to the foregoing and to the further qualifications, limitations and exceptions set forth herein, and subject to any factual matters not disclosed to us and inconsistent with the information revealed by the documents reviewed by us in the course of our examination referred to above, we are as at the date hereof of the opinion that (a) the Issuer is duly incorporated (immatriculée), and is validly existing under the laws of the French Republic as a European limited-liability company (Societas Europaea) and (b) upon (i) adoption of all corporate and other action required to be taken by the Issuer to issue Shares and (ii) payment in full of the Shares (to the extent required), such Shares will have been duly authorized, validly issued and fully paid up and will be non-assessable. | ||||
E. | Our opinions expressed above are subject to the following qualifications: | ||||
a) | We have not investigated or verified the truth, accuracy or appropriateness of any representations of factual nature made by the parties in the Registration Statement, or of any information, opinion or statement of facts relating to the Company, or the Shares contained in the aforementioned document, nor have we been responsible for ensuring that no material information has been omitted from it; and; | ||||
b) | Our opinion in paragraph D.a) above is solely based on a review of the Articles, the Extract and the Certificate, and the Extract and the Certificate are not conclusively capable of revealing whether or not: | ||||
• | a winding-up has been made or a resolution passed for the dissolution (winding-up) of the Issuer, or the Issuer’s operations have terminated (cessation d’activité), or | ||||
• | an order for the procédure de sauvegarde, sauvegarde accélérée, sauvegarde financière accélérée, redressement judiciaire or liquidation judiciaire has been issued, | ||||
c) | Our opinions are subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally including, without limitation, laws governing any judicial reorganization (redressement judiciaire), judicial liquidation (liquidation judiciaire), safeguard proceedings (procédure de sauvegarde), accelerated safeguard proceedings (procédure de sauvegarde accélérée), accelerated financial safeguard proceedings (procédure de sauvegarde financière accélérée), appointment of any conciliateur, or ad-hoc agent (mandataire ad-hoc) or judicial administrator (administrateur provisoire), or any procedure in accordance with Livre Sixième of the French Code de commerce, or any similar proceedings in any jurisdiction other than France; and | |
d) | The term “non-assessable”, which has no recognized meaning in French law, for the purposes of this opinion means that no present or future holder of such Shares will be subject to personal liability, by reason of being such a holder, for additional payments or calls for further funds by the Issuer or any other person. |