Walkers
190 Elgin Avenue, George Town
Grand Cayman KY1-9001, Cayman Islands
T +1 345 949 0100 F +1 345 949 7886 www.walkersglobal.com
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22 March 2024 | Our Ref: JA/CBY/cm/P4091-179141 |
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PROKIDNEY CORP. c/o Walkers Corporate Limited 190 Elgin Avenue George Town Grand Cayman KY1-9008 Cayman Islands |
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Dear Addressee
ProKidney Corp.
We have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in connection with the registration by ProKidney Corp. (the "Company") of 6,845,347 of Class A ordinary shares in the capital of the Company, par value US$0.0001 (the "Plan Shares"), issuable pursuant to the ProKidney Corp. 2022 Incentive Equity Plan (the "Incentive Equity Plan"), under the United States Securities Act of 1933, as amended (the "Securities Act") and pursuant to the terms of the Registration Statement (as defined in Schedule 1).
For the purposes of giving this opinion, we have examined and relied solely upon the originals or copies of the documents listed in Schedule 1.
In giving this opinion we have relied upon the assumptions set out below, which we have not independently verified.
We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction.
Based upon the foregoing examinations and the assumptions and qualifications set out below and having regard to legal considerations which we consider relevant, and under the laws of the Cayman Islands, as at the date hereof, we give the following opinions in relation to the matters set out below.
The foregoing opinions are given based on the following assumptions:
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We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters.
Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Act (as amended) of the Cayman Islands (the "Companies Act") on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar has no knowledge that the Company is in default under the Companies Act.
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.
This opinion shall be construed in accordance with the laws of the Cayman Islands.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm, as Cayman Islands counsel to the Company, in the Registration Statement.
Yours faithfully
Walkers (Cayman) LLP
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LIST OF DOCUMENTS EXAMINED
29956258.1.P4091.179141