Contract analysis

1. 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: 1.1. The Exclusive License Agreement dated as of October 2, 2023 (effective October 20, 2023), by and between Penterra and Meridian (the "License Agreement"); 1.2. The Escrow Agreement dated as of October 2, 2023, among Penterr

2. Assumptions In rendering the opinions set forth in this letter, we have, with your permission and without independent investigation or verification, assumed the following: 2.1. Authenticity and Conformity of Documents. All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies conform in all material respects to the originals thereof. All signature

3. Opinions Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exceptions set forth in Section 4 of this opinion letter, we are of the opinion that: 3.1 Due Organization and Good Standing Penterra Pharmaceuticals Corp. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have rel

4. Qualifications and Limitations The opinions expressed in this letter are subject to the following qualifications, limitations, and exceptions: 4.1 Enforceability Qualifications The opinion expressed in Section 3.5 above with respect to the enforceability of the Transaction Agreements is subject to, and limited and qualified by: (a) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudu

5. Reliance and Benefit This opinion letter is rendered solely for the benefit of Meridian Bio Therapeutics Limited in connection with the Transaction Agreements described herein, and may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent in each instance. Notwithstanding the foregoing, we hereby consent to reliance on this opinion letter by Lam, Cheung & Fir

6. Governing Law of This Opinion The Transaction Agreements are governed by the laws of the State of New York, without regard to principles of conflicts of law that would require or permit the application of the laws of another jurisdiction. The opinions expressed in this letter with respect to the enforceability of the Transaction Agreements have been rendered on the basis of New York law as the governing law of the