the investors in the Subscription Agreements as to the fact that they belong to the categories of investors to whom the capital increase authorised by the resolutions of the extraordinary shareholders’ meeting will, as applicable, be true and accurate and correct and complete, (iv) the Company will issue and deliver the Offered Shares and the Warrants in the manner contemplated in the Placement Agreement and the issue of the Offered Shares and the Warrants as a result of the offering will remain within the limits of the then authorized but unissued amounts of Ordinary Shares in the resolutions of the extraordinary shareholders’ meeting and the Board as set forth in the Schedule, (vi) the offering restrictions contained in the Placement Agreement and the Prospectus have been and will be complied with and (vi) the Placement Agreement and the Subscription Agreements constitutes a valid and binding obligation of each party thereto other than the Company.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations stated herein, we are of the opinion that (i) the New Shares, when issued by the Company in accordance with the extraordinary shareholders’ meeting of the Company and the decisions of the Board, pursuant to, and in accordance with, the Placement Agreement, upon payment of the consideration provided therein to the Company and issuance of the depositary certificates (certificats du dépositaire) in respect of each of the New Shares and the Warrants, will be validly issued, fully paid and non-assessable; (ii) once the Warrants will be validly issued and exercised in accordance with their terms, in particular upon payment in full of the relevant subscription price for the relevant Warrant Shares and delivery of the relevant Warrant Shares, the relevant Warrant Shares will be validly issued, fully paid up and non-assessable, and (iii) the Warrants will constitute upon issue valid and legally binding obligations of the Company, enforceable against it in accordance with their terms.
The opinion set out above is subject to the following qualifications:
3.1 we have not investigated or verified the truth, accuracy or appropriateness of any representations of factual nature made by the parties in the document listed in the Schedule, or of any information, opinion or statement of facts relating to the Company, or the Offered Shares and the Warrants contained in the document listed in the Schedule, nor have we been responsible for ensuring that no material information has been omitted from it;
3.2 the term “enforceable” as used above means that the obligations assumed by the Company under the Warrants to be issued by the Company are of a type which the French courts enforce. It does not mean that those obligations will necessarily be enforced in all circumstances ;
3.3 the beneficiary of a contractual obligation may be able to obtain specific performance (exécution forcée en nature) of such obligation under French law, unless the specific performance of the relevant obligation would be impossible or would result in a clear disproportion (disproportion manifeste) between the cost for the obligor and the benefit for the obligee;
3.4 French courts may decline to enforce an obligation that lacks sufficient determination;
3.5 a certificate, determination, notification or opinion might be held by the French Courts to be inclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error despite any provision in any document to the contrary;
3.6 this opinion is subject to any limitation arising from ad hoc mandate (mandat ad hoc), conciliation (conciliation), accelerated safeguard (sauvegarde accélérée), accelerated financial safeguard (sauvegarde financière accélérée), safeguard (sauvegarde), judicial reorganisation (redressement judiciaire), judicial liquidation (liquidation judiciaire) (including a provision that creditors’ proofs of debts denominated in foreign currencies would be converted into euros at the rate applicable on the date of the court decision instituting the accelerated safeguard (sauvegarde accélérée), the accelerated financial safeguard (sauvegarde financière accélérée), the safeguard (sauvegarde), the judicial reorganisation (redressement judiciaire) and the judicial liquidation (liquidation judiciaire) proceedings), insolvency, moratorium and other laws of general application affecting the rights of creditors; and
