1046-00001 · Helix Bio Therapeutics Inc · Closing

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CALDERWOOD & HARKNESS LLP Attorneys at Law One Federal Street, 42nd Floor Boston, Massachusetts 02110

Telephone: (617) 555-8200 Facsimile: (617) 555-8201 www.calderwoodharkness.com

June 20, 2023

Pinnacle Venture Acquisition Corp. 101 Park Avenue, 34th Floor New York, New York 10178

Attention: Derek Holroyd, Chief Executive Officer

Samantha Briggs, Chief Financial Officer

Re: Business Combination Agreement, dated as of March 22, 2023 (the "Business Combination Agreement"), by and among Pinnacle Venture Acquisition Corp., a Cayman Islands exempted company re-domesticated as a Delaware corporation ("PVAC"), Pinnacle Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of PVAC ("Merger Sub"), and Helix Bio Therapeutics Inc., a Delaware corporation ("HBT" or the "Company")

Ladies and Gentlemen:

We have acted as counsel to Helix Bio Therapeutics Inc., a Delaware corporation ("HBT" or the "Company"), in connection with the Business Combination Agreement, dated as of March 22, 2023 (as it may be amended, supplemented, or otherwise modified from time to time, the "Business Combination Agreement"), by and among Pinnacle Venture Acquisition Corp., a Cayman Islands exempted company that was re-domesticated as a corporation organized under the laws of the State of Delaware ("PVAC"), Pinnacle Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of PVAC ("Merger Sub"), and HBT, and the transactions contemplated thereby, including the merger of Merger Sub with and into HBT, with HBT surviving as a wholly owned subsidiary of PVAC (the "Merger"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement.

This opinion letter is delivered to you pursuant to Section 8.2(g) of the Business Combination Agreement as a condition to the obligations of PVAC and Merger Sub to consummate the closing of the Business Combination on the date hereof (the "Closing Date"). We understand that PVAC was originally incorporated as an exempted company under the laws of the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination, and that PVAC completed its re-domestication from the Cayman Islands to the State of Delaware, effective as of June 15, 2023, pursuant to the applicable provisions of the Delaware General Corporation Law and the Companies Act (As Revised) of the Cayman Islands. We further understand that, in connection with and effective upon the consummation of the Merger on the Closing Date, PVAC will be renamed "Helix Bio Therapeutics Holdings Inc." as reflected in the Amended and Restated Certificate of Incorporation of PVAC to be filed with the Secretary of State of the State of Delaware.

We further understand that, pursuant to the terms and conditions of the Business Combination Agreement, the implied enterprise value of HBT in connection with the Merger is Forty Million Dollars ($40,000,000) and that the consideration to be paid to the equityholders of HBT (the "Merger Consideration") consists of 4,000,000 shares of PVAC Class A common stock, par value $0.0001 per share, at a deemed value of $10.00 per share, to be issued to the equityholders of HBT at the effective time of the Merger in accordance with Article II of the Business Combination Agreement.

In rendering the opinions expressed herein, we have examined and relied upon the originals or copies, certified or otherwise identified to our satisfaction, of the documents and records described below and have made such other investigations as we have deemed necessary or appropriate for the purposes of this opinion.

I. DOCUMENTS EXAMINED

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

(a) The Business Combination Agreement, dated as of March 22, 2023, as executed by and among PVAC, Merger Sub, and HBT (the "Business Combination Agreement");

(b) The Certificate of Incorporation of Helix Bio Therapeutics Inc., as originally filed with the Secretary of State of the State of Delaware on June 12, 2018, together with all amendments and restatements thereto adopted and filed through and including the date hereof (collectively, the "Certificate of Incorporation");

(c) The Bylaws of Helix Bio Therapeutics Inc., as amended through and currently in effect on the date hereof (the "Bylaws");

(d) Resolutions of the Board of Directors of HBT, adopted unanimously at a meeting of the Board duly called and held on March 21, 2023, approving the Business Combination Agreement, the Merger, and the other transactions contemplated by the Business Combination Agreement, and recommending that the stockholders of HBT adopt and approve the Business Combination Agreement and the Merger (the "Board Resolutions"), certified by the Secretary of HBT as being true, correct, and complete and in full force and effect as of the date hereof, without amendment, modification, or rescission;

(e) A certificate of good standing with respect to HBT issued by the Secretary of State of the State of Delaware, dated as of a recent date prior to the Closing Date (the "Good Standing Certificate");

(f) The Sponsor Support Agreement, dated as of March 22, 2023, executed by Pinnacle Venture Sponsor LLC, a Delaware limited liability company (the "Sponsor"), in favor of HBT, pursuant to which the Sponsor agreed, among other things, to vote its shares of PVAC common stock in favor of the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby, and to waive certain anti-dilution adjustments and redemption rights with respect to its founder shares (the "Sponsor Support Agreement");

(g) The following PIPE Subscription Agreements:

(1) The Subscription Agreement, dated as of March 22, 2023, by and between PVAC and Brindoval Capital Management, LP, a Delaware limited partnership, pursuant to which Brindoval Capital Management, LP has committed to purchase 1,500,000 shares of PVAC Class A common stock at a purchase price of $10.00 per share, for an aggregate purchase price of $15,000,000 (the "Brindoval Subscription Agreement"); and

(2) The Subscription Agreement, dated as of March 22, 2023, by and between PVAC and Lakepoint Health Opportunities Fund, LP, a Delaware limited partnership, pursuant to which Lakepoint Health Opportunities Fund, LP has committed to purchase 500,000 shares of PVAC Class A common stock at a purchase price of $10.00 per share, for an aggregate purchase price of $5,000,000 (the "Lakepoint Subscription Agreement" and, together with the Brindoval Subscription Agreement, the "PIPE Subscription Agreements");

(h) The Lock-Up Agreement, dated as of March 22, 2023, executed by certain equityholders of HBT in connection with the Business Combination Agreement, pursuant to which such equityholders agreed to restrictions on the transfer or disposition of shares of PVAC Class A common stock received by them as Merger Consideration for a period specified therein following the Closing Date (the "Lock-Up Agreement");

(i) The Registration Rights Agreement, dated as of March 22, 2023, by and among PVAC, the Sponsor, certain equityholders of HBT, and the other parties named therein, providing for certain registration rights with respect to shares of PVAC Class A common stock held by or issuable to such parties (the "Registration Rights Agreement");

(j) The Officer's Certificate of HBT, dated June 20, 2023, executed by Dr. Naveen Kapoor, Chief Executive Officer of HBT, and delivered at the closing of the Business Combination, certifying as to certain factual matters, representations, and warranties of HBT as of the Closing Date (the "Officer's Certificate");

(k) The Certificate of Merger relating to the Merger, to be filed with the Secretary of State of the State of Delaware on the Closing Date, in the form reviewed and approved by us (the "Certificate of Merger"); and

(l) Such other documents, records, certificates, instruments, agreements, and matters of law as we have deemed necessary or appropriate for the purposes of the opinions expressed herein, including review of the minute books and stock records of HBT as made available to us by the Company.

The Business Combination Agreement and the agreements described in clauses (f) through (i) above, to the extent that HBT is a party thereto, are collectively referred to herein as the "Transaction Agreements." All references to the "Merger" herein shall mean the merger of Merger Sub with and into HBT, with HBT continuing as the surviving corporation and a wholly owned subsidiary of PVAC, as contemplated by the Business Combination Agreement.

II. ASSUMPTIONS

In rendering the opinions set forth herein, we have, with your consent and without independent verification, assumed the following:

(a) The genuineness of all signatures on all documents reviewed by us in connection with this opinion (other than the signatures of officers and authorized representatives of HBT on documents executed by or on behalf of HBT, as to which we have made no independent verification but have no reason to believe are not genuine);

(b) The authenticity and completeness 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 identified to our satisfaction), and the authenticity and completeness of the originals of such documents;

(c) The accuracy, completeness, and continued validity as of the date hereof of all certificates and statements of public officials and of officers and authorized representatives of HBT upon which we have relied, and that no event has occurred since the respective dates of such certificates and statements that would render the factual matters set forth therein inaccurate or incomplete;

(d) That PVAC is an entity duly organized, validly existing, and in good standing under the laws of the State of Delaware (following its re-domestication from the Cayman Islands effective June 15, 2023), and that Merger Sub is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; that each of PVAC and Merger Sub has the requisite corporate power and authority to execute, deliver, and perform its obligations under the Transaction Agreements and to consummate the Merger and the other transactions contemplated by the Business Combination Agreement;

(e) That the Transaction Agreements have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of each party thereto other than HBT, and that each of the Transaction Agreements has been duly executed and delivered by each party thereto other than HBT by persons duly authorized to execute and deliver such agreements on behalf of such parties;

(f) That each of the Transaction Agreements constitutes the legal, valid, and binding obligation of each party thereto other than HBT, enforceable against each such party in accordance with its respective terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity;

(g) That the execution, delivery, and performance of the Transaction Agreements by each party thereto other than HBT, and the consummation of the Merger and the other transactions contemplated by the Business Combination Agreement by such parties, do not and will not violate, conflict with, or result in a breach or default under any applicable law, statute, rule, regulation, order, judgment, or decree of any governmental authority, or any agreement, instrument, license, permit, or other document binding upon or applicable to any such party or any of its properties or assets;

(h) That all consents, approvals, authorizations, orders, registrations, qualifications, filings, and notices of, with, or to any governmental authority or regulatory body that are required in connection with the execution, delivery, and performance of the Transaction Agreements by the parties thereto other than HBT, and the consummation of the Merger and the other transactions contemplated by the Business Combination Agreement by such parties, have been duly obtained, given, or made and remain in full force and effect as of the date hereof;

(i) That the factual matters, representations, and warranties set forth in the Officer's Certificate delivered to us by HBT on the date hereof are true, correct, and complete as of the date hereof, and that no material facts or circumstances have been withheld from us that, if disclosed, would affect the opinions rendered herein; and

(j) That we have been provided with complete and accurate copies of all organizational documents of HBT, including the Certificate of Incorporation and Bylaws, together with all amendments, restatements, and supplements thereto, and that such documents as provided to us are currently in full force and effect and have not been further amended, restated, supplemented, or otherwise modified as of the date hereof.

We have not made any independent investigation of the factual matters underlying our opinions and have relied exclusively upon the documents described in Section I above and the assumptions set forth in this Section II. Where our opinions refer to matters "known to us," such knowledge is limited to the actual knowledge of the attorneys at this firm who have given substantive attention to the representation of HBT in connection with the Business Combination and the transactions contemplated thereby, without any independent investigation or inquiry.

III. OPINIONS

Based upon the foregoing and subject to the qualifications and limitations set forth in Section IV below, and having regard to such legal considerations as we have deemed relevant, we are of the opinion that:

(i) Due Organization, Valid Existence, and Good Standing

HBT is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. HBT was incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on June 12, 2018, and has been in continuous corporate existence since such date. Based upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware and our review of the Certificate of Incorporation and Bylaws, HBT possesses the corporate power and authority necessary to own, lease, and operate its properties and to carry on its business as presently conducted. The registered agent for service of process for HBT in the State of Delaware is CT Statutory Services, located at 1209 Orange Street, Wilmington, Delaware 19801, and such registered agent designation is current and in good standing with the Secretary of State of the State of Delaware as of the date hereof. In rendering this opinion, we have relied upon the Good Standing Certificate and have assumed that HBT has continued to be in good standing from the date of such certificate through and including the date hereof.

(ii) Corporate Power and Authority

HBT has all requisite corporate power and authority to execute and deliver each of the Transaction Agreements to which it is a party, to perform its obligations thereunder, and to consummate the Merger and the other transactions contemplated by the Business Combination Agreement. Such corporate power and authority includes, without limitation, the power and authority of HBT to (a) execute and deliver the Business Combination Agreement, (b) execute and deliver the Registration Rights Agreement, (c) execute and deliver each other Transaction Agreement to which HBT is a party, including the Lock-Up Agreement to the extent HBT is a party thereto, (d) consummate the Merger as contemplated by the Business Combination Agreement, and (e) perform all of HBT's other obligations arising under the Transaction Agreements and in connection with the consummation of the Merger and the other transactions contemplated by the Business Combination Agreement.

(iii) Due Authorization, Execution, and Delivery; Binding Obligations

The execution, delivery, and performance by HBT of each of the Transaction Agreements to which it is a party, and the consummation by HBT of the Merger and the other transactions contemplated by the Business Combination Agreement, have been duly authorized by all necessary corporate action on the part of HBT. Such necessary corporate action includes, without limitation, the unanimous approval and adoption of the Business Combination Agreement, the Merger, and the other transactions contemplated thereby by the Board of Directors of HBT at a meeting duly called and held on March 21, 2023 in accordance with the Certificate of Incorporation, the Bylaws, and the Delaware General Corporation Law, including Section 141 thereof, at which a quorum of directors was present throughout, and the approval and adoption of the Business Combination Agreement by the stockholders of HBT to the extent required by Section 251 of the Delaware General Corporation Law and the Certificate of Incorporation and Bylaws of HBT, which approval was duly obtained by the requisite vote of the outstanding shares of HBT capital stock entitled to vote thereon. Such Board Resolutions and stockholder approval have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.

Each of the Transaction Agreements to which HBT is a party has been duly executed and delivered by HBT and constitutes the legal, valid, and binding obligation of HBT, enforceable against HBT in accordance with its respective terms, subject, however, to the Enforceability Exceptions (as defined in Section IV below).

(iv) No Violation

(a) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation, or acceleration under, or result in the creation of any lien, charge, or encumbrance upon any of the properties or assets of HBT pursuant to, the Certificate of Incorporation or Bylaws of HBT;

(b) violate or conflict with any law, statute, rule, or regulation of the State of Delaware applicable to HBT that, in our experience, is normally applicable to corporations organized under the laws of the State of Delaware in connection with transactions of the type contemplated by the Business Combination Agreement (it being understood and agreed that, for purposes of this opinion, we express no opinion as to federal laws or regulations, including without limitation the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder, or state or federal tax laws, antitrust or competition laws, the Employee Retirement Income Security Act of 1974, as amended, environmental laws, intellectual property laws, healthcare or pharmaceutical regulatory laws, or the laws of any jurisdiction other than the State of Delaware); or

(c) result in a violation of, or default under, or conflict with, any order, judgment, injunction, writ, or decree of any Delaware court or Delaware governmental authority that is known to us to be binding upon HBT or any of its properties or assets as of the date hereof.

IV. QUALIFICATIONS AND LIMITATIONS

The opinions expressed herein are subject to the following qualifications and limitations:

Enforceability Exceptions. The opinions set forth in Section III(iii) above regarding the enforceability of the Transaction Agreements against HBT in accordance with their respective terms are subject to and qualified and limited by:

(a) Applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, receivership, preference, and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and remedies generally, as from time to time in effect; and

(b) 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 enforcement is sought in a proceeding at law or in equity).

The qualifications set forth in clauses (a) and (b) above are referred to collectively herein as the "Enforceability Exceptions."

Scope Limitations. This opinion is limited solely and exclusively to the laws of the State of Delaware, including the Delaware General Corporation Law, as currently in effect on the date hereof, and we express no opinion whatsoever as to the laws of any other jurisdiction or as to any other body of law. Without limiting the generality of the foregoing, we express no opinion as to:

(a) The laws of the United States of America, including, without limitation, federal securities laws and the rules and regulations promulgated by the U.S. Securities and Exchange Commission thereunder;

(b) The laws of the Cayman Islands, or the laws of any state, territory, or jurisdiction other than the State of Delaware;

(c) Federal, state, or local tax laws, including, without limitation, the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, or any state or local tax code or regulation;

(d) Federal or state antitrust or competition laws, including, without limitation, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

(e) The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any rules or regulations promulgated thereunder;

(f) Federal, state, or local environmental laws, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or any analogous state statute;

(g) Federal, state, or local laws governing intellectual property, including, without limitation, patent law, trademark law, copyright law, or trade secret law; or

(h) Federal, state, or local healthcare or pharmaceutical regulatory laws, including, without limitation, the Federal Food, Drug, and Cosmetic Act and the regulations of the U.S. Food and Drug Administration, or any analogous state statutes or regulations.

Additional Qualifications. In addition to the Enforceability Exceptions and scope limitations described above, the opinions expressed herein are subject to the following additional qualifications:

(a) We have not undertaken any independent investigation of the factual matters underlying our opinions, including, without limitation, any independent investigation of the financial condition, business operations, assets, liabilities, or prospects of HBT. We have relied exclusively upon the Officer's Certificate delivered to us by HBT on the date hereof, the representations and warranties of HBT contained in the Business Combination Agreement, and such other certificates, records, and documents as described in Section I above. We have assumed the accuracy and completeness of such documents and certificates and the truthfulness of the factual matters set forth therein.

(b) We express no opinion as to the fairness of the consideration to be received by any party in connection with the Merger, including the fairness of the Merger Consideration to be received by the equityholders of HBT, or the financial terms or economic effect of the Business Combination or any related transaction.

(c) We express no opinion regarding the enforceability of any indemnification, contribution, or exculpation provisions contained in the Transaction Agreements to the extent that the enforcement of any such provision may be limited by applicable law or public policy, including, without limitation, limitations under applicable securities laws on the enforceability of provisions purporting to waive, limit, or exculpate liability for securities law violations.

(d) We express no opinion as to the enforceability of any non-compete, non-solicitation, employee non-hire, or similar restrictive covenant provisions contained in the Transaction Agreements or any ancillary agreements, to the extent that such provisions may be deemed unenforceable or subject to reformation under applicable law.

(e) We express no opinion regarding title to, the validity or enforceability of, or HBT's rights under, any intellectual property rights of HBT, including, without limitation, the Exclusive License Agreement between HBT and Regents of Graystone University, dated September 14, 2019 (License No. GU-2019-0914-HBT), pursuant to which HBT holds an exclusive license to certain patent rights and know-how relating to HBT's proprietary therapeutic platform, or the Collaboration and Option Agreement between HBT and Meridian Pharmaceuticals Inc., dated March 8, 2021 (Agreement No. MPI-COA-2021-0308), relating to the research, development, and commercialization of certain product candidates. Our opinions are rendered without regard to the effect, if any, of the Merger on any such intellectual property rights, licenses, or collaboration arrangements.

(f) We express no opinion regarding the effect of the Merger on any lease, license, permit, contract, or other agreement to which HBT is a party or by which HBT or any of its properties or assets may be bound, except to the extent expressly covered by Opinion (iv) set forth in Section III above. Without limiting the generality of the foregoing, we express no opinion as to whether the Merger will give rise to any consent requirement, right of termination, acceleration, or other right or remedy under any such lease, license, permit, contract, or agreement.

V. RELIANCE AND OTHER MATTERS

This opinion letter is rendered solely for the benefit of Pinnacle Venture Acquisition Corp. and Pinnacle Merger Sub Inc. in connection with the closing of the Business Combination contemplated by the Business Combination Agreement, and may not be relied upon, quoted, cited, referred to, or furnished to any other person or entity for any purpose whatsoever without our prior written consent in each instance. Notwithstanding the foregoing, we hereby consent to reliance upon this opinion letter by Hargrove Slater & Dunn LLP, as counsel to PVAC, solely in connection with the closing of the Business Combination and the transactions contemplated by the Business Combination Agreement, and for no other purpose.

This opinion letter is rendered as of the date hereof, and we speak only as of such date. We expressly disclaim any obligation to update, supplement, revise, or withdraw any opinion expressed herein, or to advise you or any other person of any change in applicable law, any change in the facts or circumstances upon which this opinion is based, or any other development or occurrence that may hereafter come to our attention that might affect the opinions expressed herein, whether or not such change, development, or occurrence is material. We have not undertaken to monitor the continued accuracy of the facts, assumptions, or other matters stated or assumed herein or the continued applicability of the laws relied upon herein.

This opinion letter is limited to the matters expressly stated herein, and no opinion is to be implied or inferred with respect to any other matter or any other agreement, document, or transaction beyond the matters expressly set forth herein. The opinions expressed herein are rendered as a matter of professional judgment and not as a guarantee of a particular result. Without limiting the foregoing, no opinion is expressed herein as to any matter not specifically addressed in Section III above.

We hereby consent to the filing of this opinion letter as an exhibit to the Current Report on Form 8-K to be filed by PVAC (to be renamed Helix Bio Therapeutics Holdings Inc.) with the U.S. Securities and Exchange Commission in connection with the consummation of the Business Combination, provided that such consent shall not be deemed an admission that we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder, with respect to any part of the registration statement or prospectus for which this opinion is filed as an exhibit.

Very truly yours,