Contract analysis

I. DEFINITIONS As used in this opinion letter, the following terms have the meanings set forth below: "ADSs" means American Depositary Shares, each representing one (1) Ordinary Share, issued pursuant to the Deposit Agreement. "Company" means Solstice Biomedical Devices Limited, a private company limited by shares incorporated in Ireland under the Companies Act 2014 (CRO No. 587412), with its registered office at Uni

II. SCOPE OF EXAMINATION; DOCUMENTS REVIEWED 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, certificates, records, and instruments:

1. The Registration Statement on Form S-1 (File No. 333-268514), including all amendments thereto (Amendment Nos. 1 through 4) and all exhibits and schedules thereto, as declared effective by the SEC on February 28, 2023;

2. The Prospectus dated March 2, 2023, as filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act;

3. The executed Underwriting Agreement dated March 2, 2023, among the Company and the Underwriters;

4. The executed Deposit Agreement dated March 2, 2023, among the Company, Meridian Trust Company, N.A., as depositary, and all holders and beneficial owners of ADSs from time to time;

5. The executed Registration Rights Agreement dated March 2, 2023, among the Company, Greystone Ventures Fund III, L.P., Pinnacle Health Innovation Fund, L.P., and Elkridge Growth Partners II, L.P.;

6. Forms of Lock-Up Agreements, in the form attached as Exhibit A to the Underwriting Agreement, executed by the directors, executive officers, and holders of one percent (1%) or more of the pre-IPO Ordinary Shares of the Company, covering in the aggregate 23,480,000 Ordinary Shares, representing approximately 83.9% of the total pre-IPO Ordinary Shares outstanding;

7. The memorandum and articles of association of the Company, as amended and restated, including the special resolution adopted by the shareholders of the Company on February 15, 2023, approving the amendment to the authorized share capital of the Company to 100,000,000 Ordinary Shares, nominal value €0.01 each;

8. Resolutions of the board of directors of the Company, adopted at meetings duly convened and held on January 24, 2023 and March 1, 2023, authorizing, among other things, the Offering, the execution and delivery of each of the Transaction Documents, and the issuance of up to 7,666,667 Ordinary Shares underlying the ADSs (consisting of 6,666,667 Ordinary Shares underlying the Firm ADSs and 1,000,000 Ordinary Shares u

9. Resolutions of the shareholders of the Company, adopted at an extraordinary general meeting duly convened and held on February 15, 2023, approving the amendment to the authorized share capital of the Company as described in item 7 above and granting authority to the board of directors to allot and issue Ordinary Shares in connection with the Offering, including the disapplication of statutory preemption rights und

10. The certificate of incorporation of the Company (dated April 17, 2017) and related filings with the Irish Companies Registration Office ("CRO"), including the annual returns filed through the date hereof, evidencing the Company's incorporation and continued registration under CRO No. 587412;

11. An Officers' Certificate of the Company dated March 21, 2023, executed by Dr. Cormac Tierney, Chief Executive Officer, and Ronan McBride, Chief Financial Officer (the "Officers' Certificate"), certifying as to certain factual matters relevant to the opinions expressed herein;

12. A Secretary's Certificate of the Company dated March 21, 2023, executed by Fiona Callaghan, Company Secretary, certifying as to the incumbency of the officers and directors of the Company, attaching true and complete copies of the board and shareholder resolutions described in items 8 and 9 above, and certifying the completeness and accuracy of the constitutional documents of the Company;

13. A certificate of good standing (or status) with respect to the Company issued by the Irish CRO, dated March 16, 2023;

14. A certificate of incorporation issued by the Secretary of State of the State of Delaware and a certificate of good standing issued by the Secretary of State of the State of Delaware, each with respect to Solstice Surgical Inc., a Delaware corporation (EIN 87-4231568), the Company's wholly owned U.S. subsidiary; and

15. Such other documents, certificates, records, and instruments as we have deemed necessary or appropriate for purposes of rendering the opinions expressed herein. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies, a

III. ASSUMPTIONS In rendering the opinions expressed herein, we have assumed, in addition to the assumptions set forth elsewhere in this opinion letter, the following: (a) All signatures on all documents examined by us are genuine, and all documents submitted to us as originals are authentic and complete. All documents submitted to us as copies conform to the originals thereof, and all such originals are authentic an

IV. QUALIFICATIONS AND LIMITATIONS The opinions expressed herein are subject to the following qualifications and limitations: A. Jurisdictional Limitation. The opinions expressed in this letter are limited in all respects to (a) the federal laws of the United States of America, (b) the laws of the State of New York, and (c) the laws of the State of Delaware (which is the governing law of the Underwriting Agreement an

V. OPINIONS Based upon and subject to the foregoing, and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that: Opinion 1 — Due Organization and Existence of the Company. Based solely on our review of the certificate of incorporation issued by the Irish Companies Registration Office, the certificate of good standing (status) issued by the Irish CRO dated March 16, 20

VI. NEGATIVE ASSURANCE (10b-5 STATEMENT) In addition to, and not in lieu of, the opinions set forth in Section V above, we advise you as follows: We have participated in the preparation of the Registration Statement and the Prospectus and have participated in conferences and discussions with officers and other representatives of the Company (including Dr. Cormac Tierney, Chief Executive Officer, Ronan McBride, Chief

VII. RELIANCE AND BENEFIT This opinion letter is furnished solely for the benefit of the addressees hereof — namely, Keystone Mercer & Co., LLC, as Representative of the Several Underwriters, Ridgeline Capital Markets, Inc., and Broadleaf Partners LLC (collectively, the "Underwriters") — in connection with the Transaction Documents and the transactions contemplated thereby, and may not be relied upon by any other per

VIII. GENERAL PROVISIONS This opinion letter is limited to the specific legal matters expressly addressed herein, and no opinion is to be implied or inferred beyond the matters expressly stated. We have not been asked to, and do not, opine on any matter not expressly set forth in this opinion letter. We have not been asked to, and do not, express any opinion on any matter governed by the laws of Ireland. With respect

1. Officers' Certificate of the Company dated March 21, 2023, executed by Dr. Cormac Tierney, Chief Executive Officer, and Ronan McBride, Chief Financial Officer, certifying as to the accuracy of representations and warranties and the satisfaction of conditions to closing;

2. Secretary's Certificate of the Company dated March 21, 2023, executed by Fiona Callaghan, Company Secretary, attaching certified copies of the board of directors resolutions (January 24, 2023 and March 1, 2023), shareholder resolutions (February 15, 2023), incumbency certificates for the officers and directors of the Company, and the memorandum and articles of association of the Company (as amended and restated);

3. Comfort Letter of Calderwood & Associates LLP dated March 21, 2023, delivered by Patricia Yuen, engagement partner, in accordance with Statement on Auditing Standards No. 72 (as amended), addressed to the Underwriters; and

4. Opinion of Pellwick Raine LLP dated March 21, 2023, delivered by Harrison Blake, Partner, on behalf of the Underwriters, addressed to the Underwriters, relating to the Offering and the Transaction Documents.