1032-00003 · Client 1032 · Closing

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 42nd Floor New York, New York 10006

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

[__], 2026

To the several underwriters named in Schedule I to the Underwriting Agreement (as defined below):

Westbridge Securities LLC 383 Madison Avenue New York, New York 10179

Pinnacle Morgan & Co., Inc. 200 Park Avenue New York, New York 10166

Andover Barcliffe Group Inc. 1251 Avenue of the Americas New York, New York 10020

Northpointe Capital LLC 140 Broadway New York, New York 10005

c/o Westbridge Securities LLC, as Representative of the Several Underwriters

Attention: Jonathan Hartwell, Managing Director, Global Equity Capital Markets

Ladies and Gentlemen:

Re: Offering of American Depositary Shares, each representing two (2) ordinary shares (Stammaktien), no par value, of Halcyon Semiconductor Aktiengesellschaft — Registration Statement on Form F-1 (File No. 333-[_____]) and Form F-6 (File No. 333-[_____])

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 at Maximilianstraße 72, 80539 Munich, Germany, in connection with the transactions described herein.

This opinion letter (this "Opinion") is being delivered to you pursuant to Section [] of the Underwriting Agreement, dated [__], 2026 (the "Underwriting Agreement"), among the Company, the selling shareholders named therein, and the several underwriters named in Schedule I thereto (the "Underwriters"), for whom Westbridge Securities LLC is acting as representative (the "Representative"), in connection with the initial public offering in the United States (the "Offering") of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value, of the Company (the "Ordinary Shares").

The Offering comprises a total of 21,400,000 ADSs (exclusive of ADSs issuable upon exercise of the overallotment option described below), consisting of:

(i) 15,000,000 ADSs representing 30,000,000 newly issued Ordinary Shares (the "Primary ADSs"); and

(ii) 6,400,000 ADSs representing 12,800,000 existing Ordinary Shares sold by the selling shareholders (the "Secondary ADSs"), of which (a) 4,250,000 ADSs (representing 8,500,000 Ordinary Shares) are being sold by Rheintal Industrieholding Gesellschaft mit beschränkter Haftung ("Rheintal"), and (b) 2,150,000 ADSs (representing 4,300,000 Ordinary Shares) are being sold by Kestrel Capital Partners Aktiengesellschaft ("Kestrel" and, together with Rheintal, the "Selling Shareholders").

In addition, the Company has granted the Underwriters an option, exercisable for a period of thirty (30) days from the date of the Prospectus (as defined below), to purchase up to an additional 3,210,000 ADSs (the "Option ADSs"), representing up to 6,420,000 Ordinary Shares, solely to cover overallotments, if any. The ADSs are being offered at an initial public offering price in the range of $39.00 to $45.00 per ADS, with gross proceeds of the base deal of approximately $900,000,000.

The ADSs are proposed to be listed and traded on the Nasdaq Global Select Market under the ticker symbol "HCYN." The Ordinary Shares of the Company are currently listed and traded on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the symbol FRA: HCY in the Prime Standard segment of the Regulated Market (Regulierter Markt).

Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Underwriting Agreement.

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 exhibits, schedules, and financial statements incorporated therein or filed as a part thereof.

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 "Form F-6 Registration Statement" and, together with the Form F-1 Registration Statement, the "Registration Statements").

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) of the Company held on [__], 2025, and recorded in the minutes notarized by Dr. Markus Eppinger, Notary Public (*Notar*), Munich (UR-Nr. [__]/2025).

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 owned US subsidiary, as reflected in a Certificate of Good Standing issued by the Delaware Secretary of State dated no more than five (5) business days prior to the date hereof.

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, and the approvals of the Vorstand, Aufsichtsrat, and shareholders in connection with the Offering.

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 otherwise.

(b) The legal capacity of all natural persons who executed any of the documents examined by us to execute such documents and to perform the acts and obligations contemplated thereby.

(c) The accuracy, completeness, and truthfulness of all certificates, representations, and warranties of officers, directors, and other representatives of the Company, the Selling Shareholders, the Depositary, and the transfer agent relied upon herein, in each case as of the date of such certificates, representations, and warranties.

(d) That the Deposit Agreement, the Underwriting Agreement, and the Pricing Agreement have been duly authorized, executed, and delivered by all parties thereto other than the Company. As to the Company's authorization, execution, and delivery of such agreements, we have rendered the opinions set forth in Section 5 below.

(e) That Meridian Trust Company, National Association is duly organized, validly existing, and in good standing under the laws of the United States and the jurisdiction of its organization, is authorized under all applicable laws and regulations (including, without limitation, applicable banking laws and regulations) to act as depositary under the Deposit Agreement, and has the requisite corporate power and authority to execute, deliver, and perform its obligations under the Deposit Agreement.

(f) That Crestfield Transfer Services Inc. is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and is authorized under all applicable laws and regulations to act as transfer agent and registrar for the ADSs and to perform its obligations in such capacities.

(g) That the Ordinary Shares underlying the ADSs (including the Ordinary Shares underlying the Primary ADSs and the Secondary ADSs, and, if applicable, the Ordinary Shares underlying the Option ADSs) have been duly authorized, validly issued, fully paid, and non-assessable (voll eingezahlt und nicht nachschusspflichtig) under the laws of the Federal Republic of Germany, including the German Stock Corporation Act (Aktiengesetz). In making this assumption, we have relied exclusively and without independent investigation on the German Counsel Opinion of Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB, dated the date hereof, and we express no independent opinion on such matters.

(h) That the Ordinary Shares underlying the ADSs have been duly deposited with the custodian appointed by the Depositary in the Federal Republic of Germany pursuant to the terms of the Deposit Agreement and are held for the account of the Depositary in accordance with the provisions of the Deposit Agreement and applicable law.

(i) That all filings, registrations, recordings, and other actions required to be made or taken in connection with the deposit of Ordinary Shares with the custodian, the issuance of ADSs by the Depositary, and the registration of ADSs by the transfer agent have been duly and timely made or taken in accordance with all applicable laws and regulations.

(j) That each of the Registration Statements (the Form F-1 Registration Statement and the Form F-6 Registration Statement) has been declared effective by the SEC under the Securities Act, and that such effectiveness has not been revoked, suspended, or otherwise terminated as of the date hereof.

(k) That the Company qualifies as a "foreign private issuer" within the meaning of Rule 3b-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 405 promulgated under the Securities Act.

(l) That the Legal Entity Identifier (LEI) of the Company is 5299007KBTVZ3XQHGL48, and that such LEI is current and has not been retired, transferred, or otherwise modified.

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 General Corporation Law of the State of Delaware, in each case as in effect on the date hereof. We express no opinion as to the laws of the Federal Republic of Germany, any other foreign jurisdiction, or the laws of any state or other jurisdiction of the United States other than the federal securities laws, the laws of the State of New York, and the General Corporation Law of the State of Delaware. For all matters of German law, including matters relating to the due organization, valid existence, and corporate capacity of the Company, the valid authorization, issuance, and registration of the Ordinary Shares, the authorization and exclusion of pre-emptive rights (Bezugsrechtsausschluss), and the approvals of the Vorstand, Aufsichtsrat, and shareholders of the Company, we have relied exclusively and entirely on the German Counsel Opinion of Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB.

(b) Blue Sky Laws. We express no opinion as to the securities or "blue sky" laws of any state or other jurisdiction of the United States, other than the federal securities laws.

(c) Bankruptcy and Equitable Principles. The opinions expressed herein with respect to the enforceability of the Deposit Agreement, the Underwriting Agreement, and the Pricing Agreement are subject to (i) the effect of bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent transfer, fraudulent conveyance, preferential transfer, and other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors generally, (ii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at law, and (iii) the qualification that certain provisions of the Deposit Agreement or the Underwriting Agreement may be unenforceable in whole or in part under applicable law; provided, however, that the inclusion of such provisions does not affect the validity of such agreements as a whole, and there exist in such agreements (or in applicable law) adequate remedies for the practical realization of the principal rights and benefits intended to be provided thereby.

(d) Indemnification and Contribution. We express no opinion as to the enforceability of any indemnification, contribution, or exculpation provisions contained in the Deposit Agreement, the Underwriting Agreement, or any other agreement or document to the extent that such provisions may be limited by applicable law or considerations of public policy, including, without limitation, Sections 11, 12, and 17 of the Securities Act, Section 10(b) of the Exchange Act, and rules and regulations promulgated thereunder, or any state securities laws, or judicial decisions interpreting any of the foregoing.

(e) Governing Law. The opinions expressed herein with respect to the Deposit Agreement are predicated upon our assumption that such agreement is governed by, and will be construed in accordance with, the laws of the State of Delaware, as specified therein. The opinions expressed herein with respect to the Underwriting Agreement and the Pricing Agreement are predicated upon our assumption that such agreements are governed by, and will be construed in accordance with, the laws of the State of New York, as specified therein. The opinions expressed herein with respect to the Registration Statements are predicated upon the applicability of the federal securities laws of the United States, including the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

(f) No Tax Opinion. We express no opinion on any tax matters, including, without limitation, any US federal, state, or local tax consequences, or any foreign tax consequences, of the Offering, the issuance of the ADSs, or the deposit of Ordinary Shares.

(g) Currency. We express no opinion as to any matters relating to compliance with federal or state laws or regulations governing foreign currency exchange, capital controls, anti-money laundering, or economic sanctions, except to the extent expressly addressed herein.

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 Securities Act, and, to our knowledge, no stop order suspending the effectiveness of the Form F-1 Registration Statement has been issued by the SEC and no proceedings for that purpose have been instituted, are pending, or are threatened by the SEC. The Registration Statement on Form F-6 (Registration No. 333-[_]) has become effective under the Securities Act, and, to our knowledge, no stop order suspending the effectiveness of the Form F-6 Registration Statement has been issued by the SEC and no proceedings for that purpose have been instituted, are pending, or are threatened by the SEC.

5.2 Due Authorization of the ADSs and the Deposit Agreement

The Deposit Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the qualifications set forth in Section 4 above (including, without limitation, the qualifications relating to bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and general principles of equity). The issuance of the ADSs by the Depositary on behalf of the Company has been duly authorized by all necessary corporate action on the part of the Company, including the Management Board Resolutions, the Supervisory Board Resolutions, and, to the extent required, the applicable shareholder resolutions relating to authorized capital.

5.3 Valid Issuance of the ADSs

The ADSs, when issued by the Depositary against the deposit of Ordinary Shares in accordance with the terms and conditions of the Deposit Agreement, and when registered by Crestfield Transfer Services Inc., as transfer agent and registrar for the ADSs, in the name of the Depositary or its nominee or the holders thereof, as applicable, will be duly and validly issued, fully paid, and non-assessable (to the extent that the concepts of "fully paid" and "non-assessable" are applicable to American Depositary Shares, which represent contractual rights under the Deposit Agreement rather than equity securities of the Company), and the holders thereof will be entitled to the rights and benefits specified in the Deposit Agreement and the form of ADR. The form of American Depositary Receipt attached as Exhibit A to the Deposit Agreement complies in all material respects with the requirements of applicable law, including the Securities Act and the rules and regulations promulgated thereunder.

5.4 Legality of the ADSs Under US Federal Securities Laws

The ADSs have been duly registered under the Securities Act pursuant to the Form F-6 Registration Statement. The offer and sale of the ADSs (including the Primary ADSs, the Secondary ADSs, and, to the extent the overallotment option is exercised, the Option ADSs) and the underlying Ordinary Shares have been duly registered under the Securities Act pursuant to the Form F-1 Registration Statement. No further registration under the Securities Act is required for the offer and sale of the ADSs and the underlying Ordinary Shares in the manner contemplated by the Prospectus and the Underwriting Agreement.

5.5 Due Authorization of the Underwriting Agreement

The Underwriting Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the qualifications set forth in Section 4 above (including, without limitation, the qualifications relating to bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, general principles of equity, and the enforceability of indemnification and contribution provisions). The Pricing Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the same qualifications.

5.6 No Conflicts

The execution, delivery, and performance by the Company of the Deposit Agreement, the Underwriting Agreement, and the Pricing Agreement, and the issuance and sale of the ADSs (including the Primary ADSs, the Secondary ADSs, and, to the extent the overallotment option is exercised, the Option ADSs) and the deposit and issuance of the underlying Ordinary Shares, do not and will not:

(i) violate any provision of the Satzung (Articles of Association) of the Company, as currently in effect;

(ii) result in a breach of, constitute a default or an event of default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which the Company or any of its properties or assets is bound, to the extent such agreements, contracts, leases, licenses, instruments, or other arrangements have been reviewed by us;

(iii) violate any order, writ, judgment, injunction, decree, determination, or award of any court, governmental body, or arbitral tribunal known to us to which the Company is subject; or

(iv) violate any United States federal or New York State statute, rule, or regulation applicable to the Company or any of its properties or assets.

5.7 No Consents Required

No consent, approval, authorization, order, registration, qualification, or filing of or with any United States federal or New York State court, governmental agency, or body is required for the valid authorization, issuance, and delivery of the ADSs by the Depositary, or for the consummation by the Company of the transactions contemplated by the Deposit Agreement, the Underwriting Agreement, and the Pricing Agreement, except for:

(i) those that have been obtained or made as of the date hereof, including, without limitation, the declaration of effectiveness of the Form F-1 Registration Statement and the Form F-6 Registration Statement by the SEC, and the filing of the Prospectus with the SEC pursuant to Rule 424(b) under the Securities Act;

(ii) such consents, approvals, authorizations, registrations, qualifications, or filings as may be required under the securities or "blue sky" laws of any state or jurisdiction in connection with the purchase and distribution of the ADSs by the Underwriters;

(iii) the listing of the ADSs on the Nasdaq Global Select Market, which has been approved by The Nasdaq Stock Market LLC, subject to official notice of issuance; and

(iv) such consents, approvals, authorizations, or filings as may be required under the rules and regulations of the Financial Industry Regulatory Authority, Inc. ("FINRA") in connection with the Offering.

5.8 ADS Ratio and Depositary Fee

Each ADS represents two (2) Ordinary Shares, no par value (Stammaktien ohne Nennbetrag), of the Company, as specified in the Deposit Agreement. The ratio of ADSs to Ordinary Shares and the rights and obligations of holders of ADSs are as set forth in the Deposit Agreement and the form of ADR. The Deposit Agreement provides for a depositary service fee of $0.05 per ADS per annum, payable by the holders of ADSs to the Depositary, in the manner and at the times specified therein.

5.9 Status Under the Exchange Act

Based on our review of the Company's public filings, the representations of the Company's officers and General Counsel, and the relevant provisions of the Exchange Act and the rules promulgated thereunder, the Company is entitled to file reports with the SEC on the forms designated for and available to a "foreign private issuer," as such term is defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act, including, without limitation, annual reports on Form 20-F and reports of foreign private issuers on Form 6-K.

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 (ordnungsgemäße Gründung) and valid existence (wirksames Bestehen) of the Company as a stock corporation (Aktiengesellschaft) under the laws of the Federal Republic of Germany;

(b) the valid authorization and issuance of the Ordinary Shares (including the newly issued Ordinary Shares from the authorized capital and the existing Ordinary Shares sold by the Selling Shareholders) under the German Stock Corporation Act (Aktiengesetz) and the Satzung of the Company;

(c) the due authorization and valid exclusion of pre-emptive rights (Bezugsrechtsausschluss) of existing shareholders of the Company under Sections 186(3) and (4) AktG;

(d) the approval of the Offering and related transactions by the Vorstand (Management Board), the Aufsichtsrat (Supervisory Board), and the shareholders of the Company, to the extent such approvals are required under German law;

(e) the registration of the capital increase (Kapitalerhöhung) and the issuance of the new Ordinary Shares with the Commercial Register (Handelsregister) of the Amtsgericht München; and

(f) all other matters of German law that are relevant to the opinions expressed herein.

We express no independent opinion on any of the foregoing matters of German law. Our reliance on the German Counsel Opinion is without independent investigation, and we have assumed the accuracy and completeness of such opinion for purposes of rendering this Opinion.

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 Executive Officer, and Katarina Dalmqvist, Chief Financial Officer, of the Company, certifying as to certain factual matters relating to the Company, its business, its compliance with applicable laws, and the absence of material misstatements or omissions in the Registration Statements and the Prospectus.

(b) The General Counsel's Certificate, dated the date hereof, executed by Wilhelm Ostermann, General Counsel and Secretary (Chefjustitiar) of the Company, confirming the corporate authorizations of the Company, the incumbency and authority of the officers and directors who executed documents in connection with the Offering, and the authenticity and completeness of the corporate records delivered to us.

(c) The Selling Shareholder Certificate of Rheintal Industrieholding GmbH, dated the date hereof, executed by Margarethe Wendt, Managing Director (Geschäftsführerin), certifying as to the ownership and title to the Ordinary Shares being sold by Rheintal in the Offering, the authority of Rheintal to sell such Ordinary Shares, and the accuracy of information furnished by Rheintal for inclusion in the Registration Statements and the Prospectus.

(d) The Selling Shareholder Certificate of Kestrel Capital Partners AG, dated the date hereof, executed by Henrik Sørensen, member of the Management Board (Vorstandsmitglied), certifying as to the ownership and title to the Ordinary Shares being sold by Kestrel in the Offering, the authority of Kestrel to sell such Ordinary Shares, and the accuracy of information furnished by Kestrel for inclusion in the Registration Statements and the Prospectus.

(e) Representations made to us by Patricia Novak, Vice President, Depositary Receipts, of Meridian Trust Company, National Association, with respect to the Depositary's organization, existence, authorization, and capacity to act under the Deposit Agreement and to issue ADSs.

(f) Representations made to us by Angela Moretti, Director, Corporate Actions, of Crestfield Transfer Services Inc., with respect to the transfer agent's organization, existence, authorization, and capacity to act as transfer agent and registrar for the ADSs.

We have not independently verified any of the factual matters set forth in the foregoing certificates and representations and express no opinion as to such factual matters except as expressly set forth herein.

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.

Notwithstanding the foregoing, Varen & Kessler LLP, as United States counsel to the Underwriters, may rely on this Opinion solely in connection with the rendering of its own opinion or opinions to the Underwriters in connection with the Offering, and for no other purpose.

This Opinion is limited to the laws in effect on the date hereof, and we assume no obligation to update, supplement, revise, or otherwise reaffirm this Opinion to reflect any changes in facts or law that may hereafter occur or be brought to our attention. We disclaim any undertaking to advise the addressees hereof of any changes in the opinions expressed herein resulting from changes in law, changes in facts, or any other developments occurring after the date hereof.

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 Pricing Agreement: governed by the laws of the State of New York, without regard to principles of conflicts of laws that would direct the application of the laws of another jurisdiction.

(c) Registration Statements (Form F-1 and Form F-6): governed by the federal securities laws of the United States, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

We consent to the filing of this Opinion as an exhibit to the Form F-1 Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Prospectus. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Vivienne St. Claire

Title: Partner, Capital Markets Group

One Liberty Plaza, 42nd Floor New York, New York 10006

Matter No.: 1032-00003

Enclosures

No separate appendices are enclosed herewith. All documents examined in connection with this Opinion are listed in Section 2 above and have been made available to the addressees or their counsel in the virtual data room established for the Offering.

For the avoidance of doubt, the following opinions have been delivered separately to the Underwriters by counsel to the Company and counsel to the Underwriters, respectively, and are not enclosed herewith:

(a) 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, delivered to the Underwriters in connection with the Offering; and

(b) The opinion of Prumvane Thornton LLP (Dr. Stefan Braun), Neue Mainzer Straße 52, 60311 Frankfurt am Main, Germany, German counsel to the Underwriters, dated the date hereof, delivered separately to the Underwriters in connection with the Offering.

CONFIDENTIAL — This opinion letter is furnished solely to the addressees hereof in connection with the Offering described herein and is not to be used, circulated, quoted, or otherwise referred to for any other purpose or relied upon by any other person without the prior written consent of Calderwood & Harkness LLP.

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 42nd Floor New York, New York 10006
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
[__], 2026
To the several underwriters named in Schedule I to the Underwriting Agreement (as defined below):
Westbridge Securities LLC 383 Madison Avenue New York, New York 10179
Pinnacle Morgan & Co., Inc. 200 Park Avenue New York, New York 10166
Andover Barcliffe Group Inc. 1251 Avenue of the Americas New York, New York 10020
Northpointe Capital LLC 140 Broadway New York, New York 10005
c/o Westbridge Securities LLC, as Representative of the Several Underwriters
Attention: Jonathan Hartwell, Managing Director, Global Equity Capital Markets
Ladies and Gentlemen:
Re: Offering of American Depositary Shares, each representing two (2) ordinary shares (Stammaktien), no par value, of Halcyon Semiconductor Aktiengesellschaft — Registration Statement on Form F-1 (File No. 333-[_____]) and Form F-6 (File No. 333-[_____])
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 at Maximilianstraße 72, 80539 Munich, Germany, in connection with the transactions described herein.
This opinion letter (this "Opinion") is being delivered to you pursuant to Section [] of the Underwriting Agreement, dated [__], 2026 (the "Underwriting Agreement"), among the Company, the selling shareholders named therein, and the several underwriters named in Schedule I thereto (the "Underwriters"), for whom Westbridge Securities LLC is acting as representative (the "Representative"), in connection with the initial public offering in the United States (the "Offering") of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value, of the Company (the "Ordinary Shares").
The Offering comprises a total of 21,400,000 ADSs (exclusive of ADSs issuable upon exercise of the overallotment option described below), consisting of:
(i) 15,000,000 ADSs representing 30,000,000 newly issued Ordinary Shares (the "Primary ADSs"); and
(ii) 6,400,000 ADSs representing 12,800,000 existing Ordinary Shares sold by the selling shareholders (the "Secondary ADSs"), of which (a) 4,250,000 ADSs (representing 8,500,000 Ordinary Shares) are being sold by Rheintal Industrieholding Gesellschaft mit beschränkter Haftung ("Rheintal"), and (b) 2,150,000 ADSs (representing 4,300,000 Ordinary Shares) are being sold by Kestrel Capital Partners Aktiengesellschaft ("Kestrel" and, together with Rheintal, the "Selling Shareholders").
In addition, the Company has granted the Underwriters an option, exercisable for a period of thirty (30) days from the date of the Prospectus (as defined below), to purchase up to an additional 3,210,000 ADSs (the "Option ADSs"), representing up to 6,420,000 Ordinary Shares, solely to cover overallotments, if any. The ADSs are being offered at an initial public offering price in the range of $39.00 to $45.00 per ADS, with gross proceeds of the base deal of approximately $900,000,000.
The ADSs are proposed to be listed and traded on the Nasdaq Global Select Market under the ticker symbol "HCYN." The Ordinary Shares of the Company are currently listed and traded on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the symbol FRA: HCY in the Prime Standard segment of the Regulated Market (Regulierter Markt).
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Underwriting Agreement.
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 exhibits, schedules, and financial statements incorporated therein or filed as a part thereof.
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 "Form F-6 Registration Statement" and, together with the Form F-1 Registration Statement, the "Registration Statements").
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) of the Company held on [__], 2025, and recorded in the minutes notarized by Dr. Markus Eppinger, Notary Public (*Notar*), Munich (UR-Nr. [__]/2025).
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 owned US subsidiary, as reflected in a Certificate of Good Standing issued by the Delaware Secretary of State dated no more than five (5) business days prior to the date hereof.
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, and the approvals of the Vorstand, Aufsichtsrat, and shareholders in connection with the Offering.
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 otherwise.
(b) The legal capacity of all natural persons who executed any of the documents examined by us to execute such documents and to perform the acts and obligations contemplated thereby.
(c) The accuracy, completeness, and truthfulness of all certificates, representations, and warranties of officers, directors, and other representatives of the Company, the Selling Shareholders, the Depositary, and the transfer agent relied upon herein, in each case as of the date of such certificates, representations, and warranties.
(d) That the Deposit Agreement, the Underwriting Agreement, and the Pricing Agreement have been duly authorized, executed, and delivered by all parties thereto other than the Company. As to the Company's authorization, execution, and delivery of such agreements, we have rendered the opinions set forth in Section 5 below.
(e) That Meridian Trust Company, National Association is duly organized, validly existing, and in good standing under the laws of the United States and the jurisdiction of its organization, is authorized under all applicable laws and regulations (including, without limitation, applicable banking laws and regulations) to act as depositary under the Deposit Agreement, and has the requisite corporate power and authority to execute, deliver, and perform its obligations under the Deposit Agreement.
(f) That Crestfield Transfer Services Inc. is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and is authorized under all applicable laws and regulations to act as transfer agent and registrar for the ADSs and to perform its obligations in such capacities.
(g) That the Ordinary Shares underlying the ADSs (including the Ordinary Shares underlying the Primary ADSs and the Secondary ADSs, and, if applicable, the Ordinary Shares underlying the Option ADSs) have been duly authorized, validly issued, fully paid, and non-assessable (voll eingezahlt und nicht nachschusspflichtig) under the laws of the Federal Republic of Germany, including the German Stock Corporation Act (Aktiengesetz). In making this assumption, we have relied exclusively and without independent investigation on the German Counsel Opinion of Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB, dated the date hereof, and we express no independent opinion on such matters.
(h) That the Ordinary Shares underlying the ADSs have been duly deposited with the custodian appointed by the Depositary in the Federal Republic of Germany pursuant to the terms of the Deposit Agreement and are held for the account of the Depositary in accordance with the provisions of the Deposit Agreement and applicable law.
(i) That all filings, registrations, recordings, and other actions required to be made or taken in connection with the deposit of Ordinary Shares with the custodian, the issuance of ADSs by the Depositary, and the registration of ADSs by the transfer agent have been duly and timely made or taken in accordance with all applicable laws and regulations.
(j) That each of the Registration Statements (the Form F-1 Registration Statement and the Form F-6 Registration Statement) has been declared effective by the SEC under the Securities Act, and that such effectiveness has not been revoked, suspended, or otherwise terminated as of the date hereof.
(k) That the Company qualifies as a "foreign private issuer" within the meaning of Rule 3b-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 405 promulgated under the Securities Act.
(l) That the Legal Entity Identifier (LEI) of the Company is 5299007KBTVZ3XQHGL48, and that such LEI is current and has not been retired, transferred, or otherwise modified.
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 General Corporation Law of the State of Delaware, in each case as in effect on the date hereof. We express no opinion as to the laws of the Federal Republic of Germany, any other foreign jurisdiction, or the laws of any state or other jurisdiction of the United States other than the federal securities laws, the laws of the State of New York, and the General Corporation Law of the State of Delaware. For all matters of German law, including matters relating to the due organization, valid existence, and corporate capacity of the Company, the valid authorization, issuance, and registration of the Ordinary Shares, the authorization and exclusion of pre-emptive rights (Bezugsrechtsausschluss), and the approvals of the Vorstand, Aufsichtsrat, and shareholders of the Company, we have relied exclusively and entirely on the German Counsel Opinion of Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB.
(b) Blue Sky Laws. We express no opinion as to the securities or "blue sky" laws of any state or other jurisdiction of the United States, other than the federal securities laws.
(c) Bankruptcy and Equitable Principles. The opinions expressed herein with respect to the enforceability of the Deposit Agreement, the Underwriting Agreement, and the Pricing Agreement are subject to (i) the effect of bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent transfer, fraudulent conveyance, preferential transfer, and other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors generally, (ii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at law, and (iii) the qualification that certain provisions of the Deposit Agreement or the Underwriting Agreement may be unenforceable in whole or in part under applicable law; provided, however, that the inclusion of such provisions does not affect the validity of such agreements as a whole, and there exist in such agreements (or in applicable law) adequate remedies for the practical realization of the principal rights and benefits intended to be provided thereby.
(d) Indemnification and Contribution. We express no opinion as to the enforceability of any indemnification, contribution, or exculpation provisions contained in the Deposit Agreement, the Underwriting Agreement, or any other agreement or document to the extent that such provisions may be limited by applicable law or considerations of public policy, including, without limitation, Sections 11, 12, and 17 of the Securities Act, Section 10(b) of the Exchange Act, and rules and regulations promulgated thereunder, or any state securities laws, or judicial decisions interpreting any of the foregoing.
(e) Governing Law. The opinions expressed herein with respect to the Deposit Agreement are predicated upon our assumption that such agreement is governed by, and will be construed in accordance with, the laws of the State of Delaware, as specified therein. The opinions expressed herein with respect to the Underwriting Agreement and the Pricing Agreement are predicated upon our assumption that such agreements are governed by, and will be construed in accordance with, the laws of the State of New York, as specified therein. The opinions expressed herein with respect to the Registration Statements are predicated upon the applicability of the federal securities laws of the United States, including the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.
(f) No Tax Opinion. We express no opinion on any tax matters, including, without limitation, any US federal, state, or local tax consequences, or any foreign tax consequences, of the Offering, the issuance of the ADSs, or the deposit of Ordinary Shares.
(g) Currency. We express no opinion as to any matters relating to compliance with federal or state laws or regulations governing foreign currency exchange, capital controls, anti-money laundering, or economic sanctions, except to the extent expressly addressed herein.
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 Securities Act, and, to our knowledge, no stop order suspending the effectiveness of the Form F-1 Registration Statement has been issued by the SEC and no proceedings for that purpose have been instituted, are pending, or are threatened by the SEC. The Registration Statement on Form F-6 (Registration No. 333-[_]) has become effective under the Securities Act, and, to our knowledge, no stop order suspending the effectiveness of the Form F-6 Registration Statement has been issued by the SEC and no proceedings for that purpose have been instituted, are pending, or are threatened by the SEC.
5.2 Due Authorization of the ADSs and the Deposit Agreement
The Deposit Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the qualifications set forth in Section 4 above (including, without limitation, the qualifications relating to bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and general principles of equity). The issuance of the ADSs by the Depositary on behalf of the Company has been duly authorized by all necessary corporate action on the part of the Company, including the Management Board Resolutions, the Supervisory Board Resolutions, and, to the extent required, the applicable shareholder resolutions relating to authorized capital.
5.3 Valid Issuance of the ADSs
The ADSs, when issued by the Depositary against the deposit of Ordinary Shares in accordance with the terms and conditions of the Deposit Agreement, and when registered by Crestfield Transfer Services Inc., as transfer agent and registrar for the ADSs, in the name of the Depositary or its nominee or the holders thereof, as applicable, will be duly and validly issued, fully paid, and non-assessable (to the extent that the concepts of "fully paid" and "non-assessable" are applicable to American Depositary Shares, which represent contractual rights under the Deposit Agreement rather than equity securities of the Company), and the holders thereof will be entitled to the rights and benefits specified in the Deposit Agreement and the form of ADR. The form of American Depositary Receipt attached as Exhibit A to the Deposit Agreement complies in all material respects with the requirements of applicable law, including the Securities Act and the rules and regulations promulgated thereunder.
5.4 Legality of the ADSs Under US Federal Securities Laws
The ADSs have been duly registered under the Securities Act pursuant to the Form F-6 Registration Statement. The offer and sale of the ADSs (including the Primary ADSs, the Secondary ADSs, and, to the extent the overallotment option is exercised, the Option ADSs) and the underlying Ordinary Shares have been duly registered under the Securities Act pursuant to the Form F-1 Registration Statement. No further registration under the Securities Act is required for the offer and sale of the ADSs and the underlying Ordinary Shares in the manner contemplated by the Prospectus and the Underwriting Agreement.
5.5 Due Authorization of the Underwriting Agreement
The Underwriting Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the qualifications set forth in Section 4 above (including, without limitation, the qualifications relating to bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, general principles of equity, and the enforceability of indemnification and contribution provisions). The Pricing Agreement has been duly authorized, executed, and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the same qualifications.
5.6 No Conflicts
The execution, delivery, and performance by the Company of the Deposit Agreement, the Underwriting Agreement, and the Pricing Agreement, and the issuance and sale of the ADSs (including the Primary ADSs, the Secondary ADSs, and, to the extent the overallotment option is exercised, the Option ADSs) and the deposit and issuance of the underlying Ordinary Shares, do not and will not:
(i) violate any provision of the Satzung (Articles of Association) of the Company, as currently in effect;
(ii) result in a breach of, constitute a default or an event of default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which the Company or any of its properties or assets is bound, to the extent such agreements, contracts, leases, licenses, instruments, or other arrangements have been reviewed by us;
(iii) violate any order, writ, judgment, injunction, decree, determination, or award of any court, governmental body, or arbitral tribunal known to us to which the Company is subject; or
(iv) violate any United States federal or New York State statute, rule, or regulation applicable to the Company or any of its properties or assets.
5.7 No Consents Required
No consent, approval, authorization, order, registration, qualification, or filing of or with any United States federal or New York State court, governmental agency, or body is required for the valid authorization, issuance, and delivery of the ADSs by the Depositary, or for the consummation by the Company of the transactions contemplated by the Deposit Agreement, the Underwriting Agreement, and the Pricing Agreement, except for:
(i) those that have been obtained or made as of the date hereof, including, without limitation, the declaration of effectiveness of the Form F-1 Registration Statement and the Form F-6 Registration Statement by the SEC, and the filing of the Prospectus with the SEC pursuant to Rule 424(b) under the Securities Act;
(ii) such consents, approvals, authorizations, registrations, qualifications, or filings as may be required under the securities or "blue sky" laws of any state or jurisdiction in connection with the purchase and distribution of the ADSs by the Underwriters;
(iii) the listing of the ADSs on the Nasdaq Global Select Market, which has been approved by The Nasdaq Stock Market LLC, subject to official notice of issuance; and
(iv) such consents, approvals, authorizations, or filings as may be required under the rules and regulations of the Financial Industry Regulatory Authority, Inc. ("FINRA") in connection with the Offering.
5.8 ADS Ratio and Depositary Fee
Each ADS represents two (2) Ordinary Shares, no par value (Stammaktien ohne Nennbetrag), of the Company, as specified in the Deposit Agreement. The ratio of ADSs to Ordinary Shares and the rights and obligations of holders of ADSs are as set forth in the Deposit Agreement and the form of ADR. The Deposit Agreement provides for a depositary service fee of $0.05 per ADS per annum, payable by the holders of ADSs to the Depositary, in the manner and at the times specified therein.
5.9 Status Under the Exchange Act
Based on our review of the Company's public filings, the representations of the Company's officers and General Counsel, and the relevant provisions of the Exchange Act and the rules promulgated thereunder, the Company is entitled to file reports with the SEC on the forms designated for and available to a "foreign private issuer," as such term is defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act, including, without limitation, annual reports on Form 20-F and reports of foreign private issuers on Form 6-K.
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 (ordnungsgemäße Gründung) and valid existence (wirksames Bestehen) of the Company as a stock corporation (Aktiengesellschaft) under the laws of the Federal Republic of Germany;
(b) the valid authorization and issuance of the Ordinary Shares (including the newly issued Ordinary Shares from the authorized capital and the existing Ordinary Shares sold by the Selling Shareholders) under the German Stock Corporation Act (Aktiengesetz) and the Satzung of the Company;
(c) the due authorization and valid exclusion of pre-emptive rights (Bezugsrechtsausschluss) of existing shareholders of the Company under Sections 186(3) and (4) AktG;
(d) the approval of the Offering and related transactions by the Vorstand (Management Board), the Aufsichtsrat (Supervisory Board), and the shareholders of the Company, to the extent such approvals are required under German law;
(e) the registration of the capital increase (Kapitalerhöhung) and the issuance of the new Ordinary Shares with the Commercial Register (Handelsregister) of the Amtsgericht München; and
(f) all other matters of German law that are relevant to the opinions expressed herein.
We express no independent opinion on any of the foregoing matters of German law. Our reliance on the German Counsel Opinion is without independent investigation, and we have assumed the accuracy and completeness of such opinion for purposes of rendering this Opinion.
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 Executive Officer, and Katarina Dalmqvist, Chief Financial Officer, of the Company, certifying as to certain factual matters relating to the Company, its business, its compliance with applicable laws, and the absence of material misstatements or omissions in the Registration Statements and the Prospectus.
(b) The General Counsel's Certificate, dated the date hereof, executed by Wilhelm Ostermann, General Counsel and Secretary (Chefjustitiar) of the Company, confirming the corporate authorizations of the Company, the incumbency and authority of the officers and directors who executed documents in connection with the Offering, and the authenticity and completeness of the corporate records delivered to us.
(c) The Selling Shareholder Certificate of Rheintal Industrieholding GmbH, dated the date hereof, executed by Margarethe Wendt, Managing Director (Geschäftsführerin), certifying as to the ownership and title to the Ordinary Shares being sold by Rheintal in the Offering, the authority of Rheintal to sell such Ordinary Shares, and the accuracy of information furnished by Rheintal for inclusion in the Registration Statements and the Prospectus.
(d) The Selling Shareholder Certificate of Kestrel Capital Partners AG, dated the date hereof, executed by Henrik Sørensen, member of the Management Board (Vorstandsmitglied), certifying as to the ownership and title to the Ordinary Shares being sold by Kestrel in the Offering, the authority of Kestrel to sell such Ordinary Shares, and the accuracy of information furnished by Kestrel for inclusion in the Registration Statements and the Prospectus.
(e) Representations made to us by Patricia Novak, Vice President, Depositary Receipts, of Meridian Trust Company, National Association, with respect to the Depositary's organization, existence, authorization, and capacity to act under the Deposit Agreement and to issue ADSs.
(f) Representations made to us by Angela Moretti, Director, Corporate Actions, of Crestfield Transfer Services Inc., with respect to the transfer agent's organization, existence, authorization, and capacity to act as transfer agent and registrar for the ADSs.
We have not independently verified any of the factual matters set forth in the foregoing certificates and representations and express no opinion as to such factual matters except as expressly set forth herein.
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.
Notwithstanding the foregoing, Varen & Kessler LLP, as United States counsel to the Underwriters, may rely on this Opinion solely in connection with the rendering of its own opinion or opinions to the Underwriters in connection with the Offering, and for no other purpose.
This Opinion is limited to the laws in effect on the date hereof, and we assume no obligation to update, supplement, revise, or otherwise reaffirm this Opinion to reflect any changes in facts or law that may hereafter occur or be brought to our attention. We disclaim any undertaking to advise the addressees hereof of any changes in the opinions expressed herein resulting from changes in law, changes in facts, or any other developments occurring after the date hereof.
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 Pricing Agreement: governed by the laws of the State of New York, without regard to principles of conflicts of laws that would direct the application of the laws of another jurisdiction.
(c) Registration Statements (Form F-1 and Form F-6): governed by the federal securities laws of the United States, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
We consent to the filing of this Opinion as an exhibit to the Form F-1 Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Prospectus. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Vivienne St. Claire
Title: Partner, Capital Markets Group
One Liberty Plaza, 42nd Floor New York, New York 10006
Matter No.: 1032-00003
Enclosures
No separate appendices are enclosed herewith. All documents examined in connection with this Opinion are listed in Section 2 above and have been made available to the addressees or their counsel in the virtual data room established for the Offering.
For the avoidance of doubt, the following opinions have been delivered separately to the Underwriters by counsel to the Company and counsel to the Underwriters, respectively, and are not enclosed herewith:
(a) 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, delivered to the Underwriters in connection with the Offering; and
(b) The opinion of Prumvane Thornton LLP (Dr. Stefan Braun), Neue Mainzer Straße 52, 60311 Frankfurt am Main, Germany, German counsel to the Underwriters, dated the date hereof, delivered separately to the Underwriters in connection with the Offering.
CONFIDENTIAL — This opinion letter is furnished solely to the addressees hereof in connection with the Offering described herein and is not to be used, circulated, quoted, or otherwise referred to for any other purpose or relied upon by any other person without the prior written consent of Calderwood & Harkness LLP.

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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