1032-00005 · Whitfield, Prager & Loomis LLP · Transaction Documents

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CONFIDENTIAL

Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

August 10, 2023

Vectris Photonics, Inc. 4750 Ridgepoint Drive, Suite 300 San Jose, California 95134

Attention: Rebecca Lau, General Counsel & Corporate Secretary

Whitfield, Prager & Loomis LLP 2600 Sand Hill Road, Suite 250 Menlo Park, California 94025

and

51 West 52nd Street New York, New York 10019

Attention: Catherine Whitfield

Re: Agreement and Plan of Merger dated as of August 10, 2023 (the "Merger Agreement"), among Halcyon Semiconductor Aktiengesellschaft, a German Aktiengesellschaft ("Halcyon" or "HSAG"), Halcyon Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Halcyon ("Merger Sub"), and Vectris Photonics, Inc., a Delaware corporation (the "Company")

Ladies and Gentlemen:

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 connection with the transactions contemplated by the Agreement and Plan of Merger dated as of August 10, 2023 (the "Merger Agreement"), among Halcyon, Merger Sub, and Vectris Photonics, Inc., a Delaware corporation (the "Company"). The Merger Agreement provides for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Halcyon. The Merger is structured as a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"), pursuant to which, at the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of common stock, par value $0.001 per share, of the Company (other than Dissenting Shares and Cancelled Shares, each as defined in the Merger Agreement) will be converted into the right to receive the Per Share Merger Consideration as specified in the Merger Agreement.

This opinion letter (this "Opinion") is being delivered to you pursuant to Section 7.2(e) of the Merger Agreement as a condition to the obligations of the Company at the Closing (as defined in the Merger Agreement). Capitalized terms used but not otherwise defined in this Opinion have the meanings ascribed to them in the Merger Agreement.

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 Ellinger, in his capacity as Chief Financial Officer (Finanzvorstand), to negotiate and execute definitive transaction documentation in connection with such acquisition, together with a certification by the Secretary of the Aufsichtsrat as to the accuracy and completeness of such resolutions.

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 (collectively, the "Officer's Certificates").

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 of all natural persons executing such documents, the authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as copies or drafts, and the accuracy and completeness of all public records reviewed by us. We have not independently verified the accuracy, completeness, or authenticity of any of the foregoing documents, and we have relied upon the certifications and representations contained therein.

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 recognized under German law) under such laws; (b) the resolutions of the Aufsichtsrat of Halcyon dated June 5, 2023, were duly adopted at a meeting duly convened and held in accordance with the German Stock Corporation Act (Aktiengesetz, "AktG") and Halcyon's articles of association (Satzung), at which a quorum was present and acting throughout; (c) the resolutions of the Vorstand of Halcyon were duly adopted in accordance with the AktG and Halcyon's Satzung; (d) all corporate action required under German law, the AktG, and Halcyon's Satzung for the authorization, execution, and delivery of the Merger Agreement and each other Transaction Document to which Halcyon is a party, and for the performance by Halcyon of its obligations thereunder and the consummation of the transactions contemplated thereby, has been duly and properly taken; and (e) the execution, delivery, and performance by Halcyon of the Transaction Documents do not violate or conflict with any applicable law, rule, or regulation of the Federal Republic of Germany, the European Union, or any other non-U.S. jurisdiction. We note that we are not admitted to practice in Germany, and we do not opine on German law or the law of any other non-U.S. jurisdiction. For definitive opinions on German law matters relating to Halcyon, the addressees should rely upon the opinion of Halcyon's German counsel.

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, executed, and delivered such Transaction Documents, and such Transaction Documents constitute the legal, valid, and binding obligations of each such party, enforceable against it in accordance with their respective terms.

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, warranties, and certifications, and to the extent that our opinions depend on factual matters, we have relied upon such certificates and documents.

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 without regard to conflicts-of-law principles. We express no opinion as to the enforceability of any choice-of-law provision except to the extent addressed in our opinions below.

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 Register (Handelsregister, Amtsgericht München) under registration number HRB 178254, and, based solely on our review of the Handelsregister Extract dated on or about August 7, 2023, and the Officer's Certificate delivered to us by an authorized officer of Halcyon, Halcyon is validly existing under the laws of the Federal Republic of Germany as of the date of such Handelsregister Extract.

Qualification: We are not admitted to practice law in the Federal Republic of Germany and do not purport to be experts on, or to opine on, any matter of German law, including without limitation the AktG, the German Commercial Code (Handelsgesetzbuch), or any other statute, regulation, or rule of the Federal Republic of Germany or the European Union. This opinion with respect to Halcyon's organization and valid existence is based solely upon the assumptions and documents described in Sections II and III hereof and is limited in all respects to the documents we have reviewed. We have not undertaken any independent investigation under German law to confirm the matters addressed in this Opinion 1. For a definitive opinion on matters of German corporate law, including the due organization and valid existence of Halcyon, the addressees should look exclusively to the opinion of Halcyon's German counsel.

Opinion 2 — Incorporation and Good Standing of Merger Sub

Halcyon Acquisition Sub, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by: (a) the Certificate of Incorporation of Merger Sub filed with the Secretary of State of the State of Delaware on June 12, 2023 (Delaware Secretary of State File No. 7634291); and (b) the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, dated on or about August 9, 2023.

The registered agent of Merger Sub in the State of Delaware is Pinnacle Corporate Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. Markus Ellinger is the sole director and sole stockholder of Merger Sub. Merger Sub was formed solely for the purpose of effecting the Merger and, based upon the Officer's Certificates and other documents reviewed by us, has not conducted any business activities or operations, and has not incurred any obligations or liabilities, other than those incidental to its formation, the maintenance of its corporate existence, and the transactions contemplated by the Merger Agreement.

Opinion 3 — Corporate Power and Authority

Each of Halcyon (subject to the assumptions regarding German law set forth in Section III of this Opinion, including without limitation the assumptions set forth in paragraph 4 thereof) and Merger Sub has the requisite corporate power and authority to: (a) execute and deliver the Merger Agreement and each other Transaction Document to which it is a party, including the Voting and Support Agreement (solely with respect to Halcyon), the Escrow Agreement, and all related transaction documents and ancillary instruments contemplated thereby; (b) perform its respective obligations under the Transaction Documents; and (c) consummate the transactions contemplated by the Transaction Documents, including the Merger.

The execution, delivery, and performance of the Transaction Documents by Halcyon and Merger Sub, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, have been duly authorized by all necessary corporate action on the part of Halcyon and Merger Sub, including:

(i) approval by the Supervisory Board (Aufsichtsrat) of Halcyon, pursuant to resolutions duly adopted at a meeting held on June 5, 2023, chaired by Prof. Dr. Friedrich Wendt, Chairman of the Aufsichtsrat, at which a quorum was present and acting throughout, approving the pursuit of the acquisition of the Company and authorizing Dr. Katarina Breuer (Chief Executive Officer, Vorstandsvorsitzende) and Markus Ellinger (Chief Financial Officer, Finanzvorstand) to negotiate and execute definitive transaction documentation in connection therewith;

(ii) approval by the Management Board (Vorstand) of Halcyon, pursuant to duly adopted resolutions of Dr. Katarina Breuer, in her capacity as Chief Executive Officer, and Markus Ellinger, in his capacity as Chief Financial Officer, authorizing the execution and delivery of the Merger Agreement and each other Transaction Document to which Halcyon is a party and the consummation of the transactions contemplated thereby; and

(iii) the 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 other Transaction Document to which Merger Sub is a party and the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

No other corporate proceedings on the part of Halcyon or Merger Sub are necessary to authorize the execution, delivery, and performance of the Transaction Documents or to consummate the Merger and the other transactions contemplated by the Merger Agreement, other than the filing of a Certificate of Merger with the Secretary of State of the State of Delaware as required by Section 251 of the DGCL, which filing shall occur at or prior to the Effective Time in accordance with the terms of the Merger Agreement.

Opinion 4 — Due Execution and Delivery

The Merger Agreement and each other Transaction Document to which Halcyon or Merger Sub is a party have been duly executed and delivered by Halcyon and Merger Sub, respectively. The Merger Agreement was executed by Dr. Katarina Breuer and Markus Ellinger on behalf of Halcyon and by Markus Ellinger on behalf of Merger Sub, in each case in accordance with the authorizing resolutions and written consents described herein and delivered to the Company and its counsel on the date hereof.

Opinion 5 — Enforceability

The Merger Agreement and each other Transaction Document to which Halcyon or Merger Sub is a party constitute the legal, valid, and binding obligations of Halcyon and Merger Sub, respectively, enforceable against each of them in accordance with their respective terms, subject, however, to the Enforceability Exceptions set forth in Section V of this Opinion.

Opinion 6 — No Conflicts (Limited)

The execution, delivery, and performance by Halcyon and Merger Sub of the Transaction Documents to which each is a party, and the consummation by Halcyon and Merger Sub of the transactions contemplated thereby, including the Merger, do not and will not:

(a) violate or conflict with, or result in any breach of any provision of, the Certificate of Incorporation or Bylaws of Merger Sub, or, based on the documents reviewed by us and subject to the assumptions regarding German law set forth in Section III of this Opinion, the Satzung (articles of association) of Halcyon;

(b) violate, conflict with, or result in a breach or violation of, any law, statute, rule, or regulation of the State of New York, the State of Delaware, or the federal laws of the United States of America that, in our experience, are normally applicable to transactions of the type contemplated by the Merger Agreement (provided that we express no opinion with respect to (i) federal or state antitrust or competition laws, including without limitation the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the European Union Merger Regulation or any other foreign competition or antitrust law, (iii) federal or state securities laws, including without limitation the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules or regulations promulgated thereunder, (iv) tax laws of any jurisdiction, (v) environmental laws, (vi) pension or employee benefit laws, including without limitation the Employee Retirement Income Security Act of 1974, as amended, (vii) export control, sanctions, or anti-corruption laws, including without limitation the International Traffic in Arms Regulations, the Export Administration Regulations, the regulations administered by the Office of Foreign Assets Control, and the Foreign Corrupt Practices Act of 1977, as amended, or (viii) any foreign law other than as specifically stated herein); or

(c) result in any breach of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, or acceleration under, any agreement, instrument, or obligation known to us to which Halcyon or Merger Sub is a party or by which either of them or any of their respective properties or assets is bound, to the extent that such agreements, instruments, or obligations have been specifically identified to us in writing by the Opinion Parties or their respective officers and are listed in the Officer's Certificates delivered to us; provided that with respect to Halcyon, our opinion in this clause (c) is limited to those agreements governed by the laws of the State of New York, the State of Delaware, or the federal laws of the United States.

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 without limitation Title 11 of the United States Code (the Bankruptcy Code), and by general principles of creditors' rights, whether such enforceability is considered in a proceeding in equity or at law.

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 materiality, reasonableness, good faith, and fair dealing. We note that a court applying such principles might not enforce provisions of the Transaction Documents that the court determines to be unconscionable, unreasonable, or contrary to the implied obligation of good faith and fair dealing.

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 circumstances a court would grant such relief.

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 securities laws and regulations.

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 would be unreasonable or unjust to do so, or if the court determines that another jurisdiction has a materially greater interest in the subject matter of the dispute.

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 by Halcyon with any regulatory, governmental, or corporate governance requirement under German law, European Union law, or any other non-U.S. law; or (e) any other matter governed by or arising under the laws of the Federal Republic of Germany or the European Union. For opinions on such matters, the addressees should rely exclusively on the opinion of Halcyon's German counsel.

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 other jurisdiction, including without limitation the laws of the Federal Republic of Germany, the European Union, the State of California, or any other state of the United States (other than the States of New York and Delaware as expressly stated herein) or any foreign jurisdiction. To the extent that the laws of any other jurisdiction may be relevant to the opinions expressed herein, we have assumed, without investigation, that such laws are identical to the laws of the State of Delaware.

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 competition law; (c) federal or state securities laws, including without limitation the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, and any rules and regulations promulgated under any of the foregoing; (d) federal, state, or foreign tax laws, including without limitation the Internal Revenue Code of 1986, as amended; (e) environmental laws, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act; (f) pension or employee benefit laws, including without limitation the Employee Retirement Income Security Act of 1974, as amended; (g) export control, sanctions, or anti-corruption laws; or (h) any other regulatory or administrative law not specifically addressed herein.

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 stock), or as to the financial condition, solvency, or creditworthiness of any party to the Transaction Documents.

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 purpose, without the prior written consent of Calderwood & Harkness LLP. Without limiting the generality of the foregoing, this Opinion may not be quoted, cited, filed with any governmental authority, or otherwise referred to, in whole or in part, without our prior written consent.

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 change or development would affect the opinions expressed herein. Each addressee should be aware that changes in the law or in the facts underlying the opinions expressed herein may occur after the date of this Opinion that could affect the opinions rendered herein.

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 satisfaction of the condition set forth in Section 7.2(e) of the Merger Agreement, and may not be relied upon by any addressee or any other person for any other purpose.

No person or entity other than the Company and Whitfield, Prager & Loomis LLP may rely on this Opinion without the prior written consent of Calderwood & Harkness LLP. In particular, and without limitation, this Opinion may not be relied upon by any stockholder, creditor, or affiliate of any party to the Merger Agreement, by any financing source, or by any other third party, and the delivery of this Opinion to any such person shall not create any attorney-client relationship between Calderwood & Harkness LLP and any such person, nor shall it give rise to any duties or obligations of Calderwood & Harkness LLP to any such person.

This Opinion is expressly limited to the matters set forth herein, and no opinion is to be implied or inferred beyond the matters expressly stated herein. We have not been asked to, and we do not, opine on any matter not specifically addressed in this Opinion.

[Remainder of this page intentionally left blank; signature page follows.]

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Oliver Mackenzie

Title: Partner

Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, New York 10022 Telephone: (212) 558-4000

cc (by email and overnight courier):

Dr. Luisa Hartmann General Counsel (Chefjustitiarin) Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München, Germany

Markus Ellinger Chief Financial Officer (Finanzvorstand) Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München, Germany

Rebecca Lau General Counsel & Corporate Secretary Vectris Photonics, Inc. 4750 Ridgepoint Drive, Suite 300 San Jose, California 95134

Catherine Whitfield Whitfield, Prager & Loomis LLP 2600 Sand Hill Road, Suite 250 Menlo Park, California 94025 and 51 West 52nd Street New York, New York 10019

CONFIDENTIAL
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
August 10, 2023
Vectris Photonics, Inc. 4750 Ridgepoint Drive, Suite 300 San Jose, California 95134
Attention: Rebecca Lau, General Counsel & Corporate Secretary
Whitfield, Prager & Loomis LLP 2600 Sand Hill Road, Suite 250 Menlo Park, California 94025
and
51 West 52nd Street New York, New York 10019
Attention: Catherine Whitfield
Re: Agreement and Plan of Merger dated as of August 10, 2023 (the "Merger Agreement"), among Halcyon Semiconductor Aktiengesellschaft, a German Aktiengesellschaft ("Halcyon" or "HSAG"), Halcyon Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Halcyon ("Merger Sub"), and Vectris Photonics, Inc., a Delaware corporation (the "Company")
Ladies and Gentlemen:
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 connection with the transactions contemplated by the Agreement and Plan of Merger dated as of August 10, 2023 (the "Merger Agreement"), among Halcyon, Merger Sub, and Vectris Photonics, Inc., a Delaware corporation (the "Company"). The Merger Agreement provides for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Halcyon. The Merger is structured as a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"), pursuant to which, at the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of common stock, par value $0.001 per share, of the Company (other than Dissenting Shares and Cancelled Shares, each as defined in the Merger Agreement) will be converted into the right to receive the Per Share Merger Consideration as specified in the Merger Agreement.
This opinion letter (this "Opinion") is being delivered to you pursuant to Section 7.2(e) of the Merger Agreement as a condition to the obligations of the Company at the Closing (as defined in the Merger Agreement). Capitalized terms used but not otherwise defined in this Opinion have the meanings ascribed to them in the Merger Agreement.
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 Ellinger, in his capacity as Chief Financial Officer (Finanzvorstand), to negotiate and execute definitive transaction documentation in connection with such acquisition, together with a certification by the Secretary of the Aufsichtsrat as to the accuracy and completeness of such resolutions.
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 (collectively, the "Officer's Certificates").
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 of all natural persons executing such documents, the authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as copies or drafts, and the accuracy and completeness of all public records reviewed by us. We have not independently verified the accuracy, completeness, or authenticity of any of the foregoing documents, and we have relied upon the certifications and representations contained therein.
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 recognized under German law) under such laws; (b) the resolutions of the Aufsichtsrat of Halcyon dated June 5, 2023, were duly adopted at a meeting duly convened and held in accordance with the German Stock Corporation Act (Aktiengesetz, "AktG") and Halcyon's articles of association (Satzung), at which a quorum was present and acting throughout; (c) the resolutions of the Vorstand of Halcyon were duly adopted in accordance with the AktG and Halcyon's Satzung; (d) all corporate action required under German law, the AktG, and Halcyon's Satzung for the authorization, execution, and delivery of the Merger Agreement and each other Transaction Document to which Halcyon is a party, and for the performance by Halcyon of its obligations thereunder and the consummation of the transactions contemplated thereby, has been duly and properly taken; and (e) the execution, delivery, and performance by Halcyon of the Transaction Documents do not violate or conflict with any applicable law, rule, or regulation of the Federal Republic of Germany, the European Union, or any other non-U.S. jurisdiction. We note that we are not admitted to practice in Germany, and we do not opine on German law or the law of any other non-U.S. jurisdiction. For definitive opinions on German law matters relating to Halcyon, the addressees should rely upon the opinion of Halcyon's German counsel.
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, executed, and delivered such Transaction Documents, and such Transaction Documents constitute the legal, valid, and binding obligations of each such party, enforceable against it in accordance with their respective terms.
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, warranties, and certifications, and to the extent that our opinions depend on factual matters, we have relied upon such certificates and documents.
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 without regard to conflicts-of-law principles. We express no opinion as to the enforceability of any choice-of-law provision except to the extent addressed in our opinions below.
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 Register (Handelsregister, Amtsgericht München) under registration number HRB 178254, and, based solely on our review of the Handelsregister Extract dated on or about August 7, 2023, and the Officer's Certificate delivered to us by an authorized officer of Halcyon, Halcyon is validly existing under the laws of the Federal Republic of Germany as of the date of such Handelsregister Extract.
Qualification: We are not admitted to practice law in the Federal Republic of Germany and do not purport to be experts on, or to opine on, any matter of German law, including without limitation the AktG, the German Commercial Code (Handelsgesetzbuch), or any other statute, regulation, or rule of the Federal Republic of Germany or the European Union. This opinion with respect to Halcyon's organization and valid existence is based solely upon the assumptions and documents described in Sections II and III hereof and is limited in all respects to the documents we have reviewed. We have not undertaken any independent investigation under German law to confirm the matters addressed in this Opinion 1. For a definitive opinion on matters of German corporate law, including the due organization and valid existence of Halcyon, the addressees should look exclusively to the opinion of Halcyon's German counsel.
Opinion 2 — Incorporation and Good Standing of Merger Sub
Halcyon Acquisition Sub, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by: (a) the Certificate of Incorporation of Merger Sub filed with the Secretary of State of the State of Delaware on June 12, 2023 (Delaware Secretary of State File No. 7634291); and (b) the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, dated on or about August 9, 2023.
The registered agent of Merger Sub in the State of Delaware is Pinnacle Corporate Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. Markus Ellinger is the sole director and sole stockholder of Merger Sub. Merger Sub was formed solely for the purpose of effecting the Merger and, based upon the Officer's Certificates and other documents reviewed by us, has not conducted any business activities or operations, and has not incurred any obligations or liabilities, other than those incidental to its formation, the maintenance of its corporate existence, and the transactions contemplated by the Merger Agreement.
Opinion 3 — Corporate Power and Authority
Each of Halcyon (subject to the assumptions regarding German law set forth in Section III of this Opinion, including without limitation the assumptions set forth in paragraph 4 thereof) and Merger Sub has the requisite corporate power and authority to: (a) execute and deliver the Merger Agreement and each other Transaction Document to which it is a party, including the Voting and Support Agreement (solely with respect to Halcyon), the Escrow Agreement, and all related transaction documents and ancillary instruments contemplated thereby; (b) perform its respective obligations under the Transaction Documents; and (c) consummate the transactions contemplated by the Transaction Documents, including the Merger.
The execution, delivery, and performance of the Transaction Documents by Halcyon and Merger Sub, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, have been duly authorized by all necessary corporate action on the part of Halcyon and Merger Sub, including:
(i) approval by the Supervisory Board (Aufsichtsrat) of Halcyon, pursuant to resolutions duly adopted at a meeting held on June 5, 2023, chaired by Prof. Dr. Friedrich Wendt, Chairman of the Aufsichtsrat, at which a quorum was present and acting throughout, approving the pursuit of the acquisition of the Company and authorizing Dr. Katarina Breuer (Chief Executive Officer, Vorstandsvorsitzende) and Markus Ellinger (Chief Financial Officer, Finanzvorstand) to negotiate and execute definitive transaction documentation in connection therewith;
(ii) approval by the Management Board (Vorstand) of Halcyon, pursuant to duly adopted resolutions of Dr. Katarina Breuer, in her capacity as Chief Executive Officer, and Markus Ellinger, in his capacity as Chief Financial Officer, authorizing the execution and delivery of the Merger Agreement and each other Transaction Document to which Halcyon is a party and the consummation of the transactions contemplated thereby; and
(iii) the 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 other Transaction Document to which Merger Sub is a party and the consummation of the Merger and the other transactions contemplated by the Merger Agreement.
No other corporate proceedings on the part of Halcyon or Merger Sub are necessary to authorize the execution, delivery, and performance of the Transaction Documents or to consummate the Merger and the other transactions contemplated by the Merger Agreement, other than the filing of a Certificate of Merger with the Secretary of State of the State of Delaware as required by Section 251 of the DGCL, which filing shall occur at or prior to the Effective Time in accordance with the terms of the Merger Agreement.
Opinion 4 — Due Execution and Delivery
The Merger Agreement and each other Transaction Document to which Halcyon or Merger Sub is a party have been duly executed and delivered by Halcyon and Merger Sub, respectively. The Merger Agreement was executed by Dr. Katarina Breuer and Markus Ellinger on behalf of Halcyon and by Markus Ellinger on behalf of Merger Sub, in each case in accordance with the authorizing resolutions and written consents described herein and delivered to the Company and its counsel on the date hereof.
Opinion 5 — Enforceability
The Merger Agreement and each other Transaction Document to which Halcyon or Merger Sub is a party constitute the legal, valid, and binding obligations of Halcyon and Merger Sub, respectively, enforceable against each of them in accordance with their respective terms, subject, however, to the Enforceability Exceptions set forth in Section V of this Opinion.
Opinion 6 — No Conflicts (Limited)
The execution, delivery, and performance by Halcyon and Merger Sub of the Transaction Documents to which each is a party, and the consummation by Halcyon and Merger Sub of the transactions contemplated thereby, including the Merger, do not and will not:
(a) violate or conflict with, or result in any breach of any provision of, the Certificate of Incorporation or Bylaws of Merger Sub, or, based on the documents reviewed by us and subject to the assumptions regarding German law set forth in Section III of this Opinion, the Satzung (articles of association) of Halcyon;
(b) violate, conflict with, or result in a breach or violation of, any law, statute, rule, or regulation of the State of New York, the State of Delaware, or the federal laws of the United States of America that, in our experience, are normally applicable to transactions of the type contemplated by the Merger Agreement (provided that we express no opinion with respect to (i) federal or state antitrust or competition laws, including without limitation the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the European Union Merger Regulation or any other foreign competition or antitrust law, (iii) federal or state securities laws, including without limitation the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any rules or regulations promulgated thereunder, (iv) tax laws of any jurisdiction, (v) environmental laws, (vi) pension or employee benefit laws, including without limitation the Employee Retirement Income Security Act of 1974, as amended, (vii) export control, sanctions, or anti-corruption laws, including without limitation the International Traffic in Arms Regulations, the Export Administration Regulations, the regulations administered by the Office of Foreign Assets Control, and the Foreign Corrupt Practices Act of 1977, as amended, or (viii) any foreign law other than as specifically stated herein); or
(c) result in any breach of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, or acceleration under, any agreement, instrument, or obligation known to us to which Halcyon or Merger Sub is a party or by which either of them or any of their respective properties or assets is bound, to the extent that such agreements, instruments, or obligations have been specifically identified to us in writing by the Opinion Parties or their respective officers and are listed in the Officer's Certificates delivered to us; provided that with respect to Halcyon, our opinion in this clause (c) is limited to those agreements governed by the laws of the State of New York, the State of Delaware, or the federal laws of the United States.
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 without limitation Title 11 of the United States Code (the Bankruptcy Code), and by general principles of creditors' rights, whether such enforceability is considered in a proceeding in equity or at law.
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 materiality, reasonableness, good faith, and fair dealing. We note that a court applying such principles might not enforce provisions of the Transaction Documents that the court determines to be unconscionable, unreasonable, or contrary to the implied obligation of good faith and fair dealing.
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 circumstances a court would grant such relief.
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 securities laws and regulations.
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 would be unreasonable or unjust to do so, or if the court determines that another jurisdiction has a materially greater interest in the subject matter of the dispute.
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 by Halcyon with any regulatory, governmental, or corporate governance requirement under German law, European Union law, or any other non-U.S. law; or (e) any other matter governed by or arising under the laws of the Federal Republic of Germany or the European Union. For opinions on such matters, the addressees should rely exclusively on the opinion of Halcyon's German counsel.
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 other jurisdiction, including without limitation the laws of the Federal Republic of Germany, the European Union, the State of California, or any other state of the United States (other than the States of New York and Delaware as expressly stated herein) or any foreign jurisdiction. To the extent that the laws of any other jurisdiction may be relevant to the opinions expressed herein, we have assumed, without investigation, that such laws are identical to the laws of the State of Delaware.
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 competition law; (c) federal or state securities laws, including without limitation the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, and any rules and regulations promulgated under any of the foregoing; (d) federal, state, or foreign tax laws, including without limitation the Internal Revenue Code of 1986, as amended; (e) environmental laws, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act; (f) pension or employee benefit laws, including without limitation the Employee Retirement Income Security Act of 1974, as amended; (g) export control, sanctions, or anti-corruption laws; or (h) any other regulatory or administrative law not specifically addressed herein.
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 stock), or as to the financial condition, solvency, or creditworthiness of any party to the Transaction Documents.
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 purpose, without the prior written consent of Calderwood & Harkness LLP. Without limiting the generality of the foregoing, this Opinion may not be quoted, cited, filed with any governmental authority, or otherwise referred to, in whole or in part, without our prior written consent.
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 change or development would affect the opinions expressed herein. Each addressee should be aware that changes in the law or in the facts underlying the opinions expressed herein may occur after the date of this Opinion that could affect the opinions rendered herein.
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 satisfaction of the condition set forth in Section 7.2(e) of the Merger Agreement, and may not be relied upon by any addressee or any other person for any other purpose.
No person or entity other than the Company and Whitfield, Prager & Loomis LLP may rely on this Opinion without the prior written consent of Calderwood & Harkness LLP. In particular, and without limitation, this Opinion may not be relied upon by any stockholder, creditor, or affiliate of any party to the Merger Agreement, by any financing source, or by any other third party, and the delivery of this Opinion to any such person shall not create any attorney-client relationship between Calderwood & Harkness LLP and any such person, nor shall it give rise to any duties or obligations of Calderwood & Harkness LLP to any such person.
This Opinion is expressly limited to the matters set forth herein, and no opinion is to be implied or inferred beyond the matters expressly stated herein. We have not been asked to, and we do not, opine on any matter not specifically addressed in this Opinion.
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Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Oliver Mackenzie
Title: Partner
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, New York 10022 Telephone: (212) 558-4000
cc (by email and overnight courier):
Dr. Luisa Hartmann General Counsel (Chefjustitiarin) Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München, Germany
Markus Ellinger Chief Financial Officer (Finanzvorstand) Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München, Germany
Rebecca Lau General Counsel & Corporate Secretary Vectris Photonics, Inc. 4750 Ridgepoint Drive, Suite 300 San Jose, California 95134
Catherine Whitfield Whitfield, Prager & Loomis LLP 2600 Sand Hill Road, Suite 250 Menlo Park, California 94025 and 51 West 52nd Street New York, New York 10019

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