
28 August 2026 Our Ref: KM/TO/J51641
AIR Global PLC
15 Esplanade
St Helier
Jersey
JE1 1RB
Dear Company
AIR GLOBAL PLC (THE "COMPANY")
We act as Jersey legal counsel to the Company with respect to the business combination (the "Transaction") involving the Company pursuant to a business combination agreement dated 7 November 2025 (the "Business Combination Agreement").
We have been asked to provide this legal opinion to you with regard to the laws of Jersey in relation to the Registration Statement on Form F-1 (the "F1 Registration Statement") being filed with the Securities and Exchange Commission in relation to the Company's registration under the US Securities Act of 1933, as amended (the "Securities Act") of up to 154,623,867 ordinary shares with a par value of US$0.0001 per share (the "Shares") in connection with the Business Combination Agreement.
For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1 (the "Documents").
In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.
We are Jersey lawyers and express no opinion as to any laws other than the laws of Jersey in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. Except as explicitly stated herein, we express no opinion in relation to any representation or warranty contained in the Documents nor upon matters of fact or the commercial terms of the transactions contemplated by the Documents.
Based upon the foregoing examinations and assumptions and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under the laws of Jersey, we give the following opinions in relation to the matters set out below.
In this opinion, the term "non-assessable" means, in respect of a Share, that the consideration for which the Company has agreed to issue that Share has been received in full to the Company, such that no further or additional sum is payable to the Company or owed by the holder of that Share in respect of the issue price of that Share.
OPINION
As a matter of Jersey law, and on the basis of and subject to the assumptions and qualifications set out herein, we are of the opinion that, the Shares have been validly issued, are fully paid and non-assessable.
Walkers (Jersey) LLP
Registered as a limited liability partnership in Jersey with registration number 84 PO Box 72, Walker House, 28-34 Hill Street, St Helier, Jersey JE4 8PN, Channel Islands T +44(0)1534 700 700 F +44(0)1534 700 800 www.walkersglobal.com
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