
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 Registered Shares have been duly authorized, are fully paid-up and, following conversion from Class A shares into ordinary shares pursuant to the By-laws, will be validly issued as ordinary shares.
Qualifications
The opinion expressed above is subject to the following qualifications:
(a) | the opinion expressed herein is 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; |
(b) | Italian courts may refuse to apply the law of another jurisdiction if it is deemed to be contrary to public policy (ordine pubblico) or if submission to a foreign law is deemed to have been made with the purpose of avoiding provisions of Italian law of mandatory application (norme imperative); |
(c) | by issuing this opinion we do not assume any obligations to notify or inform you of any facts or circumstances, or changes in applicable law, occurring, or of which we learn, subsequent to its date that may render its content untrue or inaccurate in whole or in part. |
This opinion speaks as of its day and is addressed solely to you for the matters stated in it. We accept no responsibility nor legal liability to any persons in relation to the contents of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the use of our firm’s name in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.
Very truly yours,
/s/ Chiomenti
CHIOMENTI