Assumptions
We have assumed:
| (a) | the genuineness of all signatures, stamps and seals, the legal capacity of natural persons, the authenticity, the exhaustiveness and completeness of all documents submitted to us as originals, the exhaustiveness, completeness and conformity to the original documents of all specimen and/or all documents submitted to us as certified or photocopies or transmitted to us by fax or e-mail, and the authenticity of the originals of such latter documents; |
| (b) | that where a document has been examined by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen; |
| (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 and other documents provided to us, that we have examined for the purposes 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; and |
| (f) | that no law (including, without limitation, any public policy) of any jurisdiction outside the Republic of Italy is relevant to or affects the opinions herein or the conclusions stated in this opinion. |
Opinion
The opinion expressed below is being furnished to you at your request to enable you to satisfy the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, in connection with the Registration Statement.
This opinion is limited to the laws of the Republic of Italy as enforced and interpreted at the date hereof and is given on the basis that it will be governed by and construed in accordance with, and any liability which may arise in respect of it is governed by, the laws of 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 opinion 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 and the assumptions and qualifications contained herein, we are of the opinion that the Offered Shares have been duly authorized, and when issued and paid up for by the underwriters in accordance with the terms of the Underwriting Agreement, and upon registration of such issue with the Chamber of Commerce of Padua, will be validly issued, fully paid-up and non-assessable (subject in each case to the receipt of valid consideration by the Company for the issue thereof).
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