The certificate of incorporation dated 26 April 2021 and the amended and restated memorandum of association of the Company adopted on 2 September 2021 (the “Memorandum and Articles”).

The minutes (the “Minutes”) of the meeting of the board of directors of the Company held on 30 August 2021 (the “2021 Meeting”) and 12 October 2023 (the “2023 Meeting”, and together with the 2021 Meeting, the “Meetings”), and the corporate records of the Company maintained at its registered office in the Cayman Islands.

A certificate of good standing with respect to the Company issued by the Registrar of Companies (the “Certificate of Good Standing”).

A certificate from a director of the Company a copy of which is attached to this opinion letter (the “Director’s Certificate”).

The Plan.

The Registration Statement.

The Plan has been or will be authorised by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

The Plan is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with its terms under relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

The choice of Cayman Islands law as the governing law of the Plan has been made in good faith.

Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

All signatures, initials and seals are genuine.

The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Plan.

No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Shares.

There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Plan.

No monies paid to or for the account of any party under the Plans or any property received or disposed of by any party to the Plans in each case in connection with the Plans or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively.

There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below.

The Company will receive or has received money or money’s worth in consideration for the issue of the Shares and none of the Shares were or will be issued for less than their par value.

As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).  Once the register of members has been updated to reflect the issuance of the Shares, the shareholders recorded in the register of members will be deemed to have legal title to the Shares set against their respective name and such shares may be transferrable in accordance with the Memorandum and Articles.

Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares.  However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position.  Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position.  As far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

In this opinion letter, the phrase “non-assessable” means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion letter or otherwise with respect to the commercial terms of the transactions the subject of this opinion letter.