Contract analysis

1. Introduction We have acted as United States securities counsel to Halcyon Semiconductor Aktiengesellschaft, a German stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Halcyon" or the "Company"), registered with the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Munich under registration number HRB 217458, with its registered headquarters

2. Documents Examined In connection with rendering the opinions set forth herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

1. The Registration Statement on Form F-1 (including all amendments and supplements thereto) filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act") (Registration No. 333-[_]) (together with all amendments thereto, the "Form F-1 Registration Statement"), including the prospectus forming a part thereof (the "Prospectus") and all e

2. The Registration Statement on Form F-6 (including all amendments and supplements thereto) filed by Meridian Trust Company, National Association (the "Depositary") with the SEC under the Securities Act (Registration No. 333-[_]) relating to the registration of the ADSs evidenced by American Depositary Receipts issued pursuant to the Deposit Agreement (as defined below) (together with all amendments thereto, the "Fo

3. The Deposit Agreement, dated as of [__], 2026 (the "Deposit Agreement"), among Halcyon Semiconductor Aktiengesellschaft, Meridian Trust Company, National Association, as depositary, and all holders and beneficial owners of ADSs issued thereunder from time to time, which Deposit Agreement is governed by the laws of the State of Delaware.

4. The form of American Depositary Receipt ("ADR") attached as Exhibit A to the Deposit Agreement.

5. The Underwriting Agreement, dated [__], 2026, among the Company, the Selling Shareholders, and the several Underwriters named therein, with Westbridge Securities LLC acting as Representative of the several Underwriters, which Underwriting Agreement is governed by the laws of the State of New York.

6. The Pricing Agreement (Terms Agreement), dated [__], 2026 (the "Pricing Agreement"), among the Company, the Selling Shareholders, and the Representative, on behalf of the several Underwriters.

7. The Satzung (Articles of Association) of Halcyon Semiconductor Aktiengesellschaft, as currently in effect, certified by the General Counsel of the Company on the date hereof.

8. Resolutions of the Vorstand (Management Board) of the Company, dated [__], 2026, authorizing the issuance of new Ordinary Shares from the Company's authorized capital (genehmigtes Kapital), the deposit of Ordinary Shares with the custodian, the execution of the Deposit Agreement and the Underwriting Agreement, and the consummation of the Offering and related transactions (the "Management Board Resolutions").

9. Resolutions of the Aufsichtsrat (Supervisory Board) of the Company, dated [__], 2026, approving the Offering, the issuance of new Ordinary Shares, the execution of the Deposit Agreement and the Underwriting Agreement, the listing of the ADSs on the Nasdaq Global Select Market, and the related transactions (the "Supervisory Board Resolutions").

10. Shareholder resolutions of the Company relating to the authorization of authorized capital (genehmigtes Kapital) pursuant to Section 202 et seq. of the German Stock Corporation Act (Aktiengesetz, "AktG") and the exclusion of statutory pre-emptive rights (Bezugsrechtsausschluss) of existing shareholders pursuant to Section 186(3) and (4) AktG, as adopted at the annual general meeting (ordentliche Hauptversammlung)

11. The officer's certificate, dated the date hereof, executed by Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender), and Katarina Dalmqvist, Chief Financial Officer (Finanzvorständin), of the Company, delivered at the closing of the Offering in accordance with Section [__] of the Underwriting Agreement (the "Officers' Certificate").

12. The certificate of Wilhelm Ostermann, General Counsel and Secretary (Chefjustitiar) of the Company, dated the date hereof, confirming corporate authorizations, incumbency, and the authenticity of corporate documents delivered in connection with the Offering (the "General Counsel's Certificate").

13. The selling shareholder certificates, each dated the date hereof, delivered at the closing of the Offering by (a) Rheintal Industrieholding GmbH, executed by Margarethe Wendt, Managing Director (Geschäftsführerin), and (b) Kestrel Capital Partners AG, executed by Henrik Sørensen, member of the Management Board (Vorstandsmitglied) (collectively, the "Selling Shareholder Certificates").

14. Certificates of good standing and existence (or their functional equivalents) for (a) the Company, as reflected in an excerpt from the Commercial Register (Handelsregisterauszug) of the Amtsgericht München dated no more than five (5) business days prior to the date hereof, and (b) Halcyon Semiconductor USA Inc., a corporation organized under the laws of the State of Delaware (EIN 84-3927561), the Company's wholly

15. The opinion, dated the date hereof, of Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB, German counsel to the Company (the "German Counsel Opinion"), delivered to the Underwriters on the date hereof, with respect to, among other things, the due organization and valid existence of the Company under German law, the valid authorization and issuance of the Ordinary Shares, the exclusion of pre-emptive rights,

16. The comfort letters, each dated the date hereof and the date of the Prospectus, of (a) Blackmere & Whitfield LLP, the Company's independent registered public accounting firm for US GAAP reporting purposes, and (b) Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, the Company's statutory auditor under German law, delivered to the Underwriters in connection with the Offering.

17. The listing approval letter issued by The Nasdaq Stock Market LLC, dated [__], 2026, approving the listing of the ADSs on the Nasdaq Global Select Market under the ticker symbol "HCYN," subject to official notice of issuance.

18. Such other certificates, documents, corporate records, and instruments as we have deemed necessary or advisable for the purposes of rendering the opinions set forth herein. We have also reviewed such matters of law as we have considered relevant for the purposes of this Opinion.

3. Assumptions In rendering the opinions set forth herein, we have assumed, without independent verification or investigation, the following: (a) The genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies, whether certified, conformed, photostatic, electronic, or

4. Limitations and Qualifications The opinions expressed herein are subject to the following limitations and qualifications: (a) Scope of Law. The opinions expressed herein are limited in all respects to (i) the federal securities laws of the United States (including the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder), (ii) the laws of the State of New York, and (iii) the Gener

5. Opinions Based upon and subject to the foregoing (including, without limitation, the assumptions set forth in Section 3 and the limitations and qualifications set forth in Section 4), and having regard to such legal considerations as we have deemed relevant, we are of the opinion that: 5.1 Registration Statements The Registration Statement on Form F-1 (Registration No. 333-[_]) has become effective under the Secur

6. Reliance on German Counsel Opinion For all matters of German law, including, without limitation, the following, we have relied exclusively on the German Counsel Opinion of Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (Dr. Christoph Maurelban), Bockenheimer Landstraße 20, 60323 Frankfurt am Main, Germany, dated the date hereof and delivered to the Underwriters on the date hereof: (a) the due organization

7. Reliance on Factual Certificates In rendering the opinions set forth herein, we have relied, to the extent we deemed appropriate, on the factual certificates and representations described below, and we have assumed the accuracy and completeness of the factual matters set forth therein without independent verification: (a) The Officers' Certificate, dated the date hereof, executed by Dr. Friedrich Wendt, Chief Exec

8. Scope and Benefit; No Third-Party Reliance This Opinion is rendered solely for the benefit of the addressees hereof — that is, the several Underwriters named in Schedule I to the Underwriting Agreement — and solely in connection with the Offering described herein. This Opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent in each instance. Notwith

9. Governing Law Identification For avoidance of doubt, the governing law applicable to the principal agreements and instruments that are the subject of the opinions expressed herein is as follows: (a) Deposit Agreement: governed by the laws of the State of Delaware, without regard to principles of conflicts of laws that would direct the application of the laws of another jurisdiction. (b) Underwriting Agreement and