Contract analysis

I. DOCUMENTS EXAMINED In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents: (a) The Business Combination Agreement, dated as of March 22, 2023, as executed by and among PVAC, Merger Sub, and HBT (the "Business Combination Agreement"); (b) The Certificate of Incorporation of Helix Bio Therapeutics Inc., as originally fi

II. ASSUMPTIONS In rendering the opinions set forth herein, we have, with your consent and without independent verification, assumed the following: (a) The genuineness of all signatures on all documents reviewed by us in connection with this opinion (other than the signatures of officers and authorized representatives of HBT on documents executed by or on behalf of HBT, as to which we have made no independent verific

III. OPINIONS Based upon the foregoing and subject to the qualifications and limitations set forth in Section IV below, and having regard to such legal considerations as we have deemed relevant, we are of the opinion that: (i) Due Organization, Valid Existence, and Good Standing HBT is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. HBT was incorporated by

IV. QUALIFICATIONS AND LIMITATIONS The opinions expressed herein are subject to the following qualifications and limitations: Enforceability Exceptions. The opinions set forth in Section III(iii) above regarding the enforceability of the Transaction Agreements against HBT in accordance with their respective terms are subject to and qualified and limited by: (a) Applicable bankruptcy, insolvency, reorganization, morat

V. RELIANCE AND OTHER MATTERS This opinion letter is rendered solely for the benefit of Pinnacle Venture Acquisition Corp. and Pinnacle Merger Sub Inc. in connection with the closing of the Business Combination contemplated by the Business Combination Agreement, and may not be relied upon, quoted, cited, referred to, or furnished to any other person or entity for any purpose whatsoever without our prior written conse