
| (c) | the truthfulness, accuracy, completeness and reliability of any statements, of any directors, officers, employees and or representatives of the Company, certifying or disclosing or otherwise dealing with any matter or fact which is material to the opinions expressed herein; |
| (d) | that there are no facts, documents, circumstances or matters which may be material to the opinions set out herein and which have not been disclosed to us; |
| (e) | that the copies of the organizational documents (i.e., “atto costitutivo” and “statuto”) of the Company provided to us, that we have examined for the purpose of this opinion, (i) are true and complete as of the date of this opinion and (ii) are in full force and effect as of the date of this opinion; |
| (f) | and that no law (including, without limitation, any public policy) of any jurisdiction outside the Republic of Italy is relevant to or affects the opinions therein or the conclusions stated in this opinion. |
Opinions
The opinions expressed below are limited to the laws of the Republic of Italy as enforced and interpreted at the date hereof and are given on the basis that they will be governed by and construed in accordance with, and any liability which may arise in respect of them is governed by the laws of the Republic of Italy. Thus, we express no opinion on European Community Law or any other foreign law (other than the laws of the Republic of Italy) as it affects any jurisdiction other than the Republic of Italy.
We have made no investigation as to the laws of any jurisdiction other than those of the Republic of Italy and we do not express or imply any opinion as to the laws of any jurisdiction other than those of the Republic of Italy. Specifically, with your approval, we express no opinion with respect to any matter as to the Federal laws of the United States of America and to the laws of any State of the United States of America.
As to the facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of the officers and other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that the Shares to be offered by the Company have been duly authorized and, when issued in accordance with the relevant resolutions of the Company (i.e., extraordinary shareholders’ meeting of the Company held on July 1, 2021) and fully paid in accordance with the applicable laws, will be validly issued, fully paid and non-assessable.
Qualifications
The opinions expressed above are subject to the following qualifications:
| (a) | the opinions expressed herein are based on our best interpretation and analysis of the relevant legal or contractual provision and of the rules of interpretation applicable to contracts and legal matters normally applicable in the Republic of Italy; |
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