Contract analysis

I. Introduction We have acted as counsel to Optiwave Semiconductor Corp., a corporation duly organized under the laws of the State of Delaware (the "Company" or "OWS"), in connection with the issuance by the Company of $287,500,000 aggregate principal amount of its 2.75% Convertible Senior Notes due 2028 (the "Notes"). The Notes are being issued pursuant to the terms and conditions of an Indenture dated as of May 30,

II. Documents Examined In connection with the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, instruments, records, and certificates:

1. The Indenture, dated as of May 30, 2023, by and between the Company and the Trustee, as executed and delivered on the date hereof (the "Indenture");

2. The form of Global Note representing the Notes, attached as Exhibit A to the Indenture, bearing CUSIP No. 683742AA5 and ISIN No. US683742AA53 (the "Global Note");

3. The Restated Certificate of Incorporation of the Company, as amended through the date hereof, as certified by the Secretary of State of the State of Delaware on or about the date hereof (the "Charter");

4. The Amended and Restated Bylaws of the Company, as currently in effect, as certified by the Corporate Secretary of the Company (the "Bylaws");

5. Resolutions of the Board of Directors of the Company duly adopted at a meeting held on May 19, 2023 (the "Board Resolutions"), authorizing, among other things, the issuance and sale of the Notes, the execution and delivery of the Indenture, the Purchase Agreement, and the other Transaction Documents (as defined therein), and the performance by the Company of its obligations thereunder;

6. Resolutions of the Pricing Committee of the Board of Directors of the Company duly adopted on May 23, 2023 (the "Pricing Committee Resolutions"), approving the final pricing terms of the Notes, including the aggregate principal amount, the interest rate, the initial conversion rate, the initial conversion price, and the other commercial terms of the offering;

7. The Secretary's Certificate of the Company, dated May 30, 2023, executed by David Shih, General Counsel and Corporate Secretary of the Company (the "Secretary's Certificate"), certifying, among other things, the Charter, the Bylaws, the Board Resolutions, the Pricing Committee Resolutions, and the incumbency and specimen signatures of the officers of the Company authorized to execute and deliver the Indenture, the

8. The Officers' Certificate delivered to the Trustee pursuant to Section 4.08 of the Indenture, dated May 30, 2023, executed by Priya Nandakumar, Chief Financial Officer of the Company (the "Officers' Certificate");

9. A Certificate of Good Standing with respect to the Company, issued by the Secretary of State of the State of Delaware, dated on or about the date hereof (the "Good Standing Certificate");

10. The Purchase Agreement, dated May 24, 2023 (the "Purchase Agreement"), among the Company, Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co. (collectively, the "Initial Purchasers"), relating to the purchase and resale of the Notes;

11. The Final Offering Memorandum, dated May 24, 2023, relating to the offer and sale of the Notes (the "Offering Memorandum"), including the documents incorporated by reference therein; and

12. Such other documents, records, corporate proceedings, certificates, and instruments as we have deemed necessary or appropriate as a basis for the opinions expressed herein. We have also made such inquiries of officers and representatives of the Company and have examined such questions of law as we have considered necessary or appropriate for the purposes of this Opinion. The documents listed in items (1) through

III. Assumptions In rendering the opinions set forth below, we have, with your consent and without independent verification, assumed the following: (a) The genuineness of all signatures (other than the signatures of authorized officers and representatives of the Company on documents executed by the Company); (b) The authenticity and completeness of all documents submitted to us as originals and the conformity to auth

IV. Opinions Based upon and subject to the foregoing and the qualifications and limitations set forth herein, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that: 4.1 Due Incorporation and Good Standing. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have re

V. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications, limitations, and exceptions: (a) Jurisdictional Limitation. The opinions expressed herein are limited in all respects to the laws of the State of New York, the General Corporation Law of the State of Delaware (including the statutory provisions thereof, the applicable provisions of the Delaware Constitution, a

VI. Reliance and Use Restrictions This Opinion is rendered solely for the benefit of the addressee hereof, Broadmere Trust Company, National Association, solely in its capacity as Trustee under the Indenture, and may not be relied upon by any other person or entity, or used, circulated, quoted, referred to, or filed with any governmental agency, or otherwise, without the prior written consent of Calderwood & Harkness