American Stock Transfer & Trust Company, LLC, evidencing the Company as holder of the Shares and (vi) such corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As to various questions of fact that are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors and officers of the Company and others. The documents referred to above in paragraphs are referred to together as the “Documents”. No documents have been reviewed by ourselves in connection with this opinion other than those listed above. Accordingly, our opinion is limited to the above Documents and their legal implications under Swiss law. All terms used in this opinion in uppercase form shall have the meaning ascribed to them in the Registration Statement, unless otherwise defined herein. 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 viae-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; and c) to the extent relevant for purposes of this opinion, all factual information contained in, or material statements given in connection with, the Documents are true, complete and accurate. III. OPINION Based upon the foregoing and subject to the qualifications set out below, we are of the opinion that the Shares have been validly issued, fullypaid-in (up to their nominal amount) and arenon-assessable (which term means when used herein that no further contributions have to be made by the holders of the Shares). IV. QUALIFICATIONS This opinion is subject to the following qualifications: a) This opinion is limited to matters of Swiss law as in force on the date hereof and as applied and construed by the courts of Switzerland. |