Contract analysis

I. Introduction We have acted as counsel to Optiwave Semiconductor Corp., a corporation organized and existing under the laws of the State of Delaware (the "Company"), in connection with the offering (the "Offering") by the Company of its 2.75% Convertible Senior Notes due 2028 (the "Notes") pursuant to that certain Purchase Agreement dated as of May 24, 2023 (the "Purchase Agreement"), among the Company and Ridgepoi

II. Identification of the Offering Memorandum In connection with the Offering, the Company prepared the following documents: (a) the Preliminary Offering Memorandum dated May 18, 2023, relating to the Notes (the "Preliminary Offering Memorandum"); and (b) the Final Offering Memorandum dated May 24, 2023, relating to the Notes (the "Final Offering Memorandum" and, together with the Preliminary Offering Memorandum, the

III. Scope of Participation and Review We have acted as counsel to the Company in connection with the Offering. In that capacity, certain lawyers in our firm (the "Participating Lawyers") have participated in the preparation of the Final Offering Memorandum. In the course of such participation, the Participating Lawyers, among other things: (a) reviewed and discussed the contents of the Final Offering Memorandum with

IV. Limitations and Qualifications The statements and opinions expressed in this letter are subject to the following limitations, qualifications, and exclusions, each of which is material to the conclusions expressed herein:

1. This letter speaks only as of the date hereof and is limited to the facts and law existing as of the date hereof. We assume no obligation, and undertake no duty, to update, revise, or supplement this letter at any time after the date hereof, whether by reason of changes in fact, changes in law, or for any other reason whatsoever.

2. The negative assurance set forth in Section V of this letter relates solely to the Final Offering Memorandum dated May 24, 2023 (including any supplements or amendments thereto through the date hereof), as of the date of the Final Offering Memorandum (May 24, 2023) and as of the date hereof (the Closing Date, May 30, 2023).

3. The negative assurance expressed in Section V of this letter does not extend to, and we express no view with respect to: (a) the financial statements, financial statement schedules, notes thereto, and any other financial, statistical, or accounting data (including any pro forma financial information and any related notes thereto) included in, or incorporated by reference into, the Final Offering Memorandum, or any

4. We express no view as to any matters of fact, and we have relied, without independent investigation or verification, upon certificates and other communications from officers and other representatives of the Company, and upon certificates and other communications from public officials, with respect to the accuracy of material factual matters contained therein which were not independently established.

5. We are members of the Bar of the State of New York, and we express no opinion or view with respect to the laws of any jurisdiction other than the federal laws of the United States and the laws of the State of New York, in each case as in effect on the date hereof.

V. Negative Assurance On the basis of the foregoing, and subject to the limitations, qualifications, and exclusions set forth in this letter (including, without limitation, those set forth in Section IV above), and without having independently verified the accuracy, completeness, or fairness of the statements contained in the Final Offering Memorandum, nothing has come to the attention of the Participating Lawyers th

VI. Reliance and Use Limitations This letter is furnished solely for the benefit of the Initial Purchasers and is delivered solely in connection with the Offering and the transactions contemplated by the Purchase Agreement. This letter is not to be used, circulated, quoted, referred to, or otherwise relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood &

VII. Governing Law This letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Jennifer Kwon, Partner Capital Markets Group JK/mps cc: Optiwave Semiconductor Corp. — Attention: General Counsel Prescott Whitfield LLP — Attention: Capital Markets Group Broadmere Tr