Contract analysis

1. Introduction; Engagement and Role We have acted as United States securities counsel to Halcyon Semiconductor Aktiengesellschaft, a German public stock corporation (Aktiengesellschaft) (the "Company" or "Halcyon"), registered in Munich, Bavaria, Federal Republic of Germany, Commercial Register No. HRB 217458, Amtsgericht München, with its principal executive offices located at Maximilianstraße 72, 80539 Munich, Ger

2. Description of Scope of Activities and Participation In connection with the rendering of this letter, we have, among other things: (a) participated in the preparation of the Registration Statement and the Prospectus, including participation in drafting sessions, conferences, and discussions with officers and other representatives of the Company, including Dr. Friedrich Wendt, Chief Executive Officer; Katarina Dalm

3. Limitations and Qualifications 3.1 Nature of Negative Assurance — Not a Guarantee This letter is not a legal opinion. This letter does not constitute a guarantee or certification, whether express or implied, as to the accuracy, completeness, or sufficiency of the information contained in the Registration Statement, the Prospectus, or any other document reviewed by us in connection with the Offering. The negative a

4. Negative Assurance Statement Based on our participation in the preparation of the Registration Statement and the Prospectus as described in Section 2 above, our review of the documents referred to therein, and subject to the limitations, qualifications, and exclusions set forth in Section 3 above (including, without limitation, the exclusions of the Financial Excluded Information, matters of non-US law, PCAOB and

5. Matters Relating to the Offering Structure In connection with the Offering, we have reviewed the structure of the Offering as described in the Prospectus, including the following: (a) the establishment of a Level III American Depositary Receipt program with Meridian Trust Company, N.A. as Depositary, pursuant to the Deposit Agreement, under which ADSs are issued in connection with both the initial public offering

6. Additional Statements Regarding the Registration Statement Based on our review and participation as described in Section 2 above: (a) The Registration Statement on Form F-1 (File No. 333-[●]) has been filed with the Commission under the Securities Act and, to our knowledge, was declared effective by the Commission on or about June 22, 2026. (b) The Registration Statement on Form F-6 (File No. 333-[●]) for the ADR

7. Foreign Private Issuer Status We have analyzed the Company's status as a "foreign private issuer" as that term is defined in Rule 3b-4(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in Rule 405 under the Securities Act. Based on information provided to us by the Company and its representatives regarding, among other things, the composition of the Company's shareholders and the r

8. Reliance and Beneficiaries This letter is furnished solely for the benefit of the addressees hereof — the several Underwriters named in Schedule I to the Underwriting Agreement — in connection with the Offering described herein and is not to be used, circulated, quoted, referred to, or relied upon by any other person or for any other purpose without our prior written consent. In particular, no person other than th

9. 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: ________ Name: Vivienne St. Claire Title: Partner One Liberty Plaza, 42nd Floor New York, New York 10006 cc: Halcyon Semiconductor Aktiengesellschaft Maximilianstraße 72 80539 Munich, Germany A