II. ASSUMPTIONS In rendering the opinion below, we have assumed: a) the conformity to the Documents of all documents produced to us as copies, fax copies or via e-mail, and that the original was executed in the manner appearing on the copy of the draft; b) the genuineness and authenticity of the signatures on all copies of the original Documents thereof which we have examined; c) the legal capacity, power and authority of each of the parties (other than the Company) to enter into and perform its obligations under the Plan as well as the due authorization, execution and delivery of the Plan or any document thereunder by each of the parties thereto (including the Company) and that all consents or approvals from and filings, registrations and notifications with or to all governmental authorities (other than in Switzerland) required in connection with the execution, delivery and performance of the Plan have been obtained or made and are in full force and effect; d) the Plan is in full force and effect, has not been rescinded, either in whole or in part, by the Board and that there is no matter affecting the authority of the Board to approve the adoption or assumption of the Plan and filing of the registration statement which would have any adverse implication in relation to the opinions expressed herein; e) the Plan constitutes legal, valid, binding and enforceable obligations of the Company under the governing law; f) all authorizations, approvals, consents, licenses, exemptions and other requirements, other than those required under the laws of Switzerland, for the legality, validity and enforceability of the Plan have been duly obtained and are and will remain in full force and effect; g) the exercise of the options under the Plan will be conducted in writing in the manner described in the Plan; h) the exercise price of any option granted is at least the current par value of CHF 0.03 per Share and is paid by the option holder to the Company; i) at the time of any issuance of Shares under the Plan, the Company will have according to article 3c of the Articles of Association sufficient conditional share capital to issue the required number of new Shares to be delivered to option holders exercising options granted under the Plan; and j) that (i) the requisite reports of the Company’s auditors according to article 653f of the Swiss Code of Obligations (the “SCO”), (ii) the amendments of the Articles of Association according to article 653g SCO, and (iii) the entry of the corresponding share capital increase into the Commercial Register of the Canton of Zug will be given or made. |