all documents reviewed by us as execution versions of documents or as fax, photo or electronic copies of originals are in conformity with the executed originals thereof and such originals are complete and authentic;

the Issuer has complied with all requirements of the Luxembourg legislation and regulations on the domiciliation of companies, and in particular with the Luxembourg Domiciliation Act;

the place of central administration (siège de l’administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the Recast Insolvency Regulation) the centre of main interests (centre des intérêts principaux) of the Issuer are located at the place of its registered office (siège statutaire) in Luxembourg and the Issuer has no establishment (within the meaning of the Recast Insolvency Regulation) outside Luxembourg;

the Articles of Association and the Public Records of the Issuer are each true, complete and up-to-date as at the date hereof and such information has not been materially altered since;

the Resolutions are in full force and effect and have not been amended, revoked or declared null and void, and correctly reflect the resolutions taken by the persons authorized to do so, and the factual statements made and the confirmations given in the Corporate Documents and in the Opinion Documents are complete and correct;

the signature(s) - whether manuscript or electronic - appearing on the Opinion Documents (where executed on behalf of the Issuer ) are in fact the genuine signatures of the person(s) authorized under the Resolutions to execute the Opinion Documents on behalf of the Issuer;

the entering of the Opinion Documents by the Issuer is not impaired (consentement vicié) by error (erreur), wilful misconduct (dol), duress (violence) or lesion (lésion);

the Opinion Documents have in fact been signed on behalf of the Company by the persons authorized to that effect;

the issue of the Notes and the approval and entry by the Issuer into the Opinion Documents (i) are in good faith, for business purposes, in the Issuer’s corporate interest (intérêt social), and (ii) without misappropriating corporate assets (abus de biens sociaux) and without the intention to defraud any other parties (in particular creditors) or to deprive such parties of any legal benefits or to circumvent any applicable laws or regulations of any jurisdiction;

the Notes will not be subject to a public offering in Luxembourg, unless the relevant requirements of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market or the Luxembourg Act dated 16 July 2019 on prospectuses for securities, have been fulfilled and the Notes have not and will not be offered, sold or otherwise made available to any retail investor (as defined in regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the “PRIIPs Regulation”)) in the European Economic Area unless the applicable requirements of the PRIIPs Regulation have first been complied with;

all authorizations, approvals and consents required under the laws or regulations of any jurisdiction (other than Luxembourg), which may be required in connection with the execution and performance of the Opinion Documents have been or will be obtained;

all agreed conditions to the effectiveness of the Opinion Documents have been or will be satisfied;

the statements of fact in the Opinion Documents and in the Corporate Documents reviewed by us are true, accurate, complete and not misleading;

no provision of law (other than Luxembourg law) would adversely affect or have any negative impact on the opinions we express in this opinion letter; and

The Issuer has been duly incorporated and is validly existing for an unlimited duration as a private limited liability company (société à responsabilité limitée) under the laws of Luxembourg.

The Issuer has the corporate power and authority to issue the Notes and execute the Opinion Documents.

The Issuer has taken all necessary corporate action required by its Articles of Association and the Companies Act in connection with the entry into the Opinion Documents and the issue of the Notes.

The Opinion Documents have been validly approved and executed on behalf of the Issuer.

Our opinion that the Company exists is based on the Corporate and Public Documents.

Corporate documents (including but not limited to a notice of a winding-up order or resolution, notice of the appointment of a receiver, administrator, or administrative receiver) may not be held immediately at the Companies Register or are not subject to be deposited/held at the Companies Register and there may also be a delay in the relevant document to be deposited with the Companies Register or appearing on the file of the Issuer with the Companies Register, which may therefore be incomplete and/or inaccurate, and the Extract and the Negative Certificate may not constitute conclusive evidence of the facts reflected therein.

Under Article 19-3 of the Companies Register Act, documents and extracts of documents will only be valid vis-à-vis third parties from the day of their publication in the RESA unless the Issuer proves that the relevant third parties had prior knowledge thereof. Third parties may however rely upon documents, such as the Resolutions, or extracts thereof, which have not yet been published in the RESA. Such documents are not enforceable against third parties during 15 (fifteen) days following publication if they prove that it was impossible for them to have knowledge thereof.

An enquiry with the Companies Register is not capable of conclusively revealing whether or not a winding-up petition or a petition for the making of an administration or bankruptcy order or similar action has been presented or is threatened to be presented; therefore, any reliance on the Negative Certificate should be made with regard to the functionality of the Companies Register.

Any activity by the Issuer contrary to criminal law as well as any serious violation (contravention grave) by the Issuer of the provisions of the Luxembourg Commercial Code, of the laws governing commercial companies (including without limitation with respect to any business licence requirement) and may lead to the liquidation and winding-up of the Issuer.

If any document is signed by way of an electronic signature (as opposed to a handwritten (“wet ink”) signature), such electronic signature will have an equivalent effect to a handwritten signature if the electronic signature that is used, is either a qualified electronic signature within the meaning of the eIDAS Regulation, or otherwise meets the conditions of Article 1322-1 LCC in that the electronic signature used is a data set, linked inseparably to the deed which guarantees the integrity of the deed, identifies the signatory and expresses the signatory’s adherence to the deed. An electronic signature which does not comply with these requirements can also be used for the execution of agreements such as the Opinion Documents but will not have the same probative force as a handwritten signature which binds the court and only can be disallowed via a specific signature verification procedure. In case of a dispute as to its effects, it will however not be dismissed in court merely on the grounds that it is an electronic signature. The document signed with such an electronic signature will be admissible as evidence by a Luxembourg court and the electronic signature will constitute a means to prove the consent of the person purported to have signed if the signature meets a certain degree of integrity and authenticity.

We express no opinion as to the accuracy of any warranties and representations given or made by the parties to the Opinion Documents (expressly or impliedly) as to matters of fact (other than to the extent they are subject matter of specific opinions set out in this opinion letter and are verified by our searches referred to in this opinion letter).

an electronic copy of the (restated) articles of association of the Issuer dated 8 October 2021 (the “Articles of Association”);

an electronic copy of the resolutions of the managers (gérants) of the Issuer, dated 21 October 2021 which, inter alia, approve the entering by the Issuer into the Opinion Documents (the “Resolutions”);

an electronic copy of a certificate of non-registration of judgments, issued by the Companies Register for the Issuer on 11 November 2021 and reflecting the situation of 10 November 2021, and stating that the Issuer has not been declared bankrupt (en faillite) and that it has not applied for general settlement or composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée) or reprieve from payment (sursis de paiement) or such other proceedings listed in Article 13, items 2 to 12 and Article 14 of the Companies Register Act (the “Negative Certificate”); and

an electronic copy of a register extract for the Issuer issued by the Companies Register dated 11 November 2021 (the “Extract”).