Contract analysis

I. Introduction We have acted as counsel to Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Halcyon" or "HSAG"), and Halcyon Acquisition Sub, Inc., a corporation organized under the laws of the State of Delaware and a wholly owned subsidiary of Halcyon ("Merger Sub" and, together with Halcyon, the "Opinion Parties"), in c

II. Documents Examined In connection with the preparation and delivery of this Opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

1. The Agreement and Plan of Merger dated as of August 10, 2023 (execution version), among Halcyon Semiconductor Aktiengesellschaft, Halcyon Acquisition Sub, Inc., and Vectris Photonics, Inc. (the "Merger Agreement"), together with all exhibits and schedules thereto.

2. The Disclosure Schedules to the Merger Agreement delivered by the respective parties thereto on or prior to the date hereof.

3. The Voting and Support Agreement dated as of August 10, 2023 (the "Voting Agreement"), among Halcyon and certain stockholders of the Company, namely Dr. Anand Raghavan (an individual), Granite Peak Ventures Fund IV, L.P. (a Delaware limited partnership), and Nordhaven Capital Partners III, L.P. (a Delaware limited partnership) (collectively, the "Supporting Stockholders").

4. The Escrow Agreement dated as of August 10, 2023 (the "Escrow Agreement"), among Halcyon, the Company, and Ironclad National Bank, N.A., a national banking association, as escrow agent (the "Escrow Agent").

5. The Certificate of Incorporation of Halcyon Acquisition Sub, Inc. as filed with the Secretary of State of the State of Delaware on June 12, 2023 (File No. 7634291), together with all amendments and restatements thereto as of the date hereof (the "Merger Sub Charter").

6. The Bylaws of Halcyon Acquisition Sub, Inc. as currently in effect, certified to us by an officer of Merger Sub as being true, correct, and complete as of the date hereof (the "Merger Sub Bylaws").

7. A certified copy of resolutions adopted by the Supervisory Board (Aufsichtsrat) of Halcyon Semiconductor Aktiengesellschaft at a duly convened meeting held on June 5, 2023, chaired by Prof. Dr. Friedrich Wendt, Chairman of the Aufsichtsrat, approving the pursuit of the acquisition of the Company and authorizing Dr. Katarina Breuer, in her capacity as Chief Executive Officer (Vorstandsvorsitzende), and Markus Ellin

8. A certified copy of resolutions adopted by the Management Board (Vorstand) of Halcyon Semiconductor Aktiengesellschaft authorizing the execution and delivery of the Merger Agreement, each ancillary document to which Halcyon is a party, and the consummation of the transactions contemplated thereby, together with a certification by the Secretary of the Vorstand as to the accuracy and completeness of such resolutions

9. A written consent of Markus Ellinger, acting in his capacity as the sole director and sole stockholder of Halcyon Acquisition Sub, Inc., authorizing the execution and delivery of the Merger Agreement and each ancillary document to which Merger Sub is a party and the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

10. A Certificate of Good Standing with respect to Halcyon Acquisition Sub, Inc. issued by the Secretary of State of the State of Delaware, dated on or about August 9, 2023.

11. An extract from the Munich Commercial Register (Handelsregister) for Halcyon Semiconductor Aktiengesellschaft (HRB 178254, Amtsgericht München), dated on or about August 7, 2023 (the "Handelsregister Extract").

12. Officer's certificates of Halcyon and Merger Sub, dated as of the date hereof, as to certain factual matters relevant to the opinions expressed herein, including confirmations regarding the absence of any proceedings for dissolution, liquidation, insolvency, or reorganization with respect to either Halcyon or Merger Sub, and the accuracy of certain representations and warranties contained in the Merger Agreement

13. Such other documents, instruments, certificates, records, and matters of law as we have deemed necessary or appropriate as a basis for the opinions expressed herein. The documents described in items (1) through (4) above are sometimes referred to collectively herein as the "Transaction Documents." In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the legal capacity

III. Assumptions In addition to the assumptions set forth elsewhere in this Opinion, the opinions expressed herein are based on and subject to the following assumptions, each of which we have made without independent investigation or verification:

1. Genuineness of Signatures. All signatures on documents examined by us or submitted to us are genuine, and each individual who signed any document examined by us did in fact sign such document.

2. Authenticity of Documents. All documents submitted to us as originals are authentic, and all documents submitted to us as copies or facsimiles conform in all material respects to the original documents from which they were made. All documents that we reviewed in draft or unsigned form were, in their final executed versions, identical in all material respects to the drafts or unsigned versions that we reviewed.

3. Capacity of Natural Persons. Each natural person who executed any document examined by us had, at the time of such execution, the legal capacity and authority to execute and deliver such document.

4. Authority of Foreign Entities. With respect to Halcyon Semiconductor Aktiengesellschaft, we have assumed, without independent investigation under the laws of the Federal Republic of Germany or any other non-U.S. jurisdiction, that: (a) Halcyon is duly organized and validly existing as an Aktiengesellschaft under the laws of the Federal Republic of Germany and is in good standing (to the extent such concept is reco

5. Due Authorization by Other Parties. Vectris Photonics, Inc. and each other party (other than the Opinion Parties) to the Transaction Documents has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization, has the requisite power and authority to execute, deliver, and perform each Transaction Document to which it is a party, has duly authorized, exec

6. No Undisclosed Modifications. None of the documents reviewed by us has been amended, modified, supplemented, or terminated, in whole or in part, by any written or oral agreement, and there are no agreements or understandings among the parties to the Transaction Documents, whether written or oral, that would alter or affect the provisions of the Transaction Documents as reviewed by us.

7. Factual Accuracy of Certificates. All factual statements, representations, warranties, and certifications contained in the Officer's Certificates and other certificates and documents delivered to us by or on behalf of the Opinion Parties are accurate, complete, and not misleading as of the date hereof. We have not independently investigated or verified the accuracy of such factual statements, representations, warr

8. Good Faith Dealing. Each party to the Transaction Documents acted in good faith in the negotiation, execution, and delivery of the Transaction Documents, and there exists no fraud, duress, undue influence, mutual mistake, or other defense to the enforcement of any of the Transaction Documents.

9. Choice of Law. The Merger Agreement is governed by, and will be construed in accordance with, the laws of the State of Delaware, without regard to conflicts-of-law principles. Our enforceability opinions set forth below assume that the laws of the State of Delaware govern the Merger Agreement and that, to the extent applicable, the laws of the State of New York govern the other Transaction Documents, in each case

IV. Opinions Based upon and subject to the foregoing, and subject to the qualifications, exceptions, and limitations set forth in Sections V and VI of this Opinion, we are of the opinion that: Opinion 1 — Organization and Existence of Halcyon Halcyon Semiconductor Aktiengesellschaft is an Aktiengesellschaft duly organized under the laws of the Federal Republic of Germany, registered with the Munich Commercial Registe

V. Qualifications and Exceptions (Enforceability Exceptions) The opinions expressed in this Opinion, and in particular the enforceability opinion set forth in Opinion 5 above, are subject to the following qualifications and exceptions (collectively, the "Enforceability Exceptions"):

1. Bankruptcy, Insolvency, and Creditors' Rights. The enforceability of the Merger Agreement and each other Transaction Document may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, or similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally, including wit

2. General Equitable Principles. The enforceability of the Merger Agreement and each other Transaction Document may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including without limitation principles governing the availability of specific performance, injunctive relief, and other equitable remedies, and concepts of materiali

3. Specific Performance and Injunctive Relief. The availability of specific performance, injunctive relief, or other equitable remedies (including without limitation the remedy of specific performance expressly contemplated by Section 9.10 of the Merger Agreement) is subject to the discretion of the court before which any proceeding therefor may be brought, and we express no opinion as to whether or under what circum

4. Indemnification and Contribution. Provisions in the Transaction Documents relating to indemnification, contribution, exculpation, or limitation of liability (including without limitation the provisions of Article VIII of the Merger Agreement) may be unenforceable to the extent that enforcement thereof is contrary to public policy or prohibited by applicable law, including without limitation federal and state secur

5. Waiver Provisions. Provisions in the Transaction Documents purporting to waive broadly or in advance stated rights, defenses, or remedies (including without limitation waivers of the right to a jury trial, waivers of objections to venue, and waivers of the benefits of statutory provisions) may not be enforceable under applicable law, and the enforceability of such provisions may be subject to judicial limitations.

6. Choice of Law and Forum Selection. The enforceability of provisions in the Transaction Documents relating to choice of law and selection of forum (including the exclusive forum provisions contained in Section 9.8 of the Merger Agreement designating the Court of Chancery of the State of Delaware) may be limited by applicable law, and a court may decline to enforce such provisions if the court determines that it wou

7. German Law Matters. We express no opinion whatsoever on any matter of German law, including without limitation: (a) the due organization and valid existence of Halcyon under the laws of the Federal Republic of Germany; (b) the authority of the Aufsichtsrat or Vorstand of Halcyon under the AktG or Halcyon's Satzung; (c) the enforceability of the Transaction Documents against Halcyon under German law; (d) compliance

VI. Limitations In addition to the Enforceability Exceptions and qualifications set forth in Section V above, this Opinion is subject to the following limitations:

1. Scope of Law Covered. The opinions expressed herein are limited to (a) the laws of the State of New York, (b) the Delaware General Corporation Law, including the applicable statutory provisions and the reported judicial decisions interpreting those provisions, and (c) the federal laws of the United States of America, in each case as currently in effect on the date hereof. We express no opinion on the laws of any o

2. Antitrust, Regulatory, and Securities Laws Exclusion. We express no opinion with respect to (a) federal or state antitrust or competition laws, including without limitation the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder; (b) the European Union Merger Regulation (Council Regulation (EC) No. 139/2004) or any other non-U.S. antitrust or compe

3. No Opinion on Underlying Business Terms. We express no opinion as to the business, financial, or economic terms of the Merger Agreement or any other Transaction Document, including without limitation the fairness, adequacy, or appropriateness of the merger consideration of approximately Eight Hundred Million United States Dollars ($800,000,000) in the aggregate (approximately $13.70 per share of Company common sto

4. Reliance Limited. This Opinion is delivered solely for the benefit of (a) Vectris Photonics, Inc., in its capacity as a party to the Merger Agreement, and (b) Whitfield, Prager & Loomis LLP, in its capacity as counsel to the Company, in each case solely in connection with the transactions contemplated by the Merger Agreement. This Opinion may not be relied upon by any other person or entity, or for any other purpo

5. Date Limitation. The opinions expressed herein are rendered as of the date hereof only, and we assume no obligation, and hereby disclaim any obligation, to update, supplement, revise, or withdraw this Opinion, or to advise any addressee or other person of any change in applicable law, any change in facts or circumstances, or any other development that may come to our attention after the date hereof, even if such c

VII. Consent to Delivery; No Third-Party Reliance We hereby consent to the delivery of this Opinion to the Company and to Whitfield, Prager & Loomis LLP, as counsel to the Company, in connection with the transactions contemplated by the Merger Agreement. This Opinion is furnished solely in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement and the satisfacti