In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of such latter documents.  We have assumed the same to have been properly given and to be accurate.  We have also assumed the truth of all facts communicated to us by the Company and that all consents and minutes of meetings of the Board that have been provided to us are true and accurate and have been properly prepared in accordance with the Articles and all applicable laws, that such resolutions are in full force and effect and have not been rescinded or amended, and that meetings of the Board were duly constituted and convened and consents were duly adopted in accordance with the articles of association then in effect and all applicable laws. We have further assumed that all grants under the Plan are or will be duly authorized by all necessary corporate action and duly granted and (if applicable) exercised in accordance with the requirements of applicable law, the Articles and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith).  In addition, we have assumed that the consideration for the issuance and sale of the Shares shall be in an amount that is not less than the nominal (par) value of the Ordinary Shares.