
| a) |
ordinary shares par value $0.01 each (the "Ordinary Shares");
|
| b) |
preferred shares of par value $0.01 each which we may issue in one or more series (the "Preferred Shares");
|
| c) |
depositary shares representing interests in a particular series of Preferred Shares (the "Depositary Shares"), which may be issued under one or more preferred share depositary agreements (each, a “Depositary Agreement” and together the "Depositary Agreements");
|
| d) |
warrants (the "Warrants") issuable pursuant to the terms of one or more warrant agreements to be entered into by the Company and a warrant agent (each such warrant agreement, a "Warrant Agreement" and, together the "Warrant Agreements") and warrant certificate (the "Warrant Certificate" and, together
with the Warrant Agreements, the "Warrant Documents");
|
| e) |
purchase contracts (the "Purchase Contracts"), which may be issued pursuant to one or more purchase contract agreements (each such purchase contract agreement, a “Purchase
Contract Agreement” and, together the "Purchase Contract Agreements");
|
| f) |
debt securities, including senior debt securities, subordinated debt securities or junior subordinated debt securities; warrants to purchase debt or equity securities (the "Debt Securities"), each
series of Debt Securities to be issued under an indenture to be entered into by the Company and the trustee, substantially in the form attached as an Exhibit to the Registration Statement, as each such indenture may be supplemented, in
connection with the issuance of each such series, by a supplemental indenture, officers' certificate or other writing thereunder establishing the form and terms of such series; or
|

| g) |
units which may be comprised of one or more of the other securities described above (the "Units") issuable pursuant to the terms of one or more unit agreements (each, a "Unit Agreement") and unit certificates (each, a "Unit Certificate" and, together with the Unit Agreements, the "Unit Documents").
|
| 1 |
Documents Reviewed
|
| 1.1 |
The certificate of incorporation with respect to the Company dated 8 December 2017, the certificate of incorporation on change of name with respect to the Company dated 10 November 2022 and the amended and restated memorandum and articles
of association of the Company adopted by special resolution passed on 9 November 2022 (the "Memorandum and Articles").
|
| 1.2 |
The written resolutions of the board of directors of the Company dated 28 April 2026 (the "Resolutions").
|
| 1.3 |
The following corporate records of the Company maintained at its registered office in the Cayman Islands, each as at the date of this opinion letter:
|
| (a) |
Register of Directors and Officers; and
|
| (b) |
Register of Mortgages and Charges.
|
| 1.4 |
A certificate of good standing with respect to the Company issued by the Registrar of Companies (the "Certificate of Good Standing").
|
| 1.5 |
A certificate from a director of the Company a copy of which is attached to this opinion letter (the "Director's Certificate").
|
| 1.6 |
The Registration Statement.
|
| 1.7 |
The forms of senior debt securities indenture and subordinated debt securities indenture in respect of the Debt Securities (together, the "Documents").
|
| 2 |
Assumptions
|
| 2.1 |
The Documents, the Depositary Shares issuable under the Depositary Agreements, the Warrants issuable under the Warrant Documents, the Purchase Contracts issuable under the Purchase Contract Agreements, the Debt Securities issuable under
the Indenture Documents and the Units issuable under the Unit Documents have been, or will be, authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws.
|
| 2.2 |
The Documents, the Depositary Shares issuable under the Depositary Agreements, the Warrants issuable under the Warrant Documents, the Purchase Contracts issuable under the Purchase Contract Agreements, the Debt Securities issuable under
the Indenture Documents and the Units issuable under the Unit Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the "Relevant Law") and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).
|
| 2.3 |
The choice of the Relevant Law as the governing law of the Documents, the Depositary Shares issuable under the Depositary Agreements, the Warrants issuable under the Warrant Documents, the Purchase Contracts issuable under the Purchase
Contract Agreements, the Debt Securities issuable under the Indenture Documents and the Units issuable under the Unit Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the
courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands).
|
| 2.4 |
Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.
|
| 2.5 |
All signatures, initials and seals are genuine.
|
| 2.6 |
The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver
and perform their respective obligations under the Documents, the Depositary Shares issuable under the Depositary Agreements, the Warrants issuable under the Warrant Documents, the Purchase Contracts issuable under the Purchase Contract
Agreements, the Debt Securities issuable under the Indenture Documents and the Units issuable under the Unit Documents.
|
| 2.7 |
There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Documents.
|
| 2.8 |
No monies paid to or for the account of any party under the Documents, the Depositary Shares issuable under the Depositary Agreements, the Warrants issuable under the Warrant Documents, the Purchase Contracts issuable under the Purchase
Contract Agreements, the Debt Securities issuable under the Indenture Documents and the Units issuable under the Unit Documents or any property received or disposed of by any party to the Documents, the Depositary Shares issuable under the
Depositary Agreements, the Warrants issuable under the Warrant Documents, the Purchase Contracts issuable under the Purchase Contract Agreements, the Debt Securities issuable under the Indenture Documents and the Units issuable under the Unit
Documents in each case in connection with the Documents, the Depositary Shares issuable under the Depositary Agreements, the Warrants issuable under the Warrant Documents, the Purchase Contracts issuable under the Purchase Contract
Agreements, the Debt Securities issuable under the Indenture Documents and the Units issuable under the Unit Documents or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or
criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively).
|
| 2.9 |
The Debt Securities will be issued and authenticated in accordance with the provisions of a duly authorised, executed and delivered Indenture Document.
|
| 2.10 |
The Indenture Documents, the Depositary Shares and the Depositary Agreements, the Warrants and the Warrant Documents, the Purchase Contracts and the Purchase Contract Agreements, and the Units and the Unit Documents will be, or have been,
duly executed and delivered by an authorised person of the parties thereto.
|
| 2.11 |
The Company will receive money or money's worth in consideration for the issue of the Ordinary Shares and the Preferred Shares and none of the Ordinary Shares or the Preferred Shares will be issued for less than their par value.
|
| 2.12 |
There will be sufficient Ordinary Shares and Preferred Shares authorised for issue under the Memorandum and Articles.
|
| 2.13 |
The issue of the Depositary Shares issuable under the Depositary Agreements, the Warrants issuable under the Warrant Documents, the Purchase Contracts issuable under the Purchase Contract Agreements, the Debt Securities issuable under the
Indenture Documents, the Units issuable under the Unit Documents, the Ordinary Shares and the Preferred Shares will be of commercial benefit to the Company.
|
| 2.14 |
No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Depositary Shares issuable under the Depositary Agreements, the Warrants issuable under the Warrant
Documents, the Purchase Contracts issuable under the Purchase Contract Agreements, the Debt Securities issuable under the Indenture Documents, the Units issuable under the Unit Documents, the Ordinary Shares and the Preferred Shares.
|
| 2.15 |
There is nothing contained in the minute book or corporate records of the Company (which, other than the records set out in paragraphs 1.1, 1.2 and 1.3 of this opinion letter, we have not inspected) which would or might affect the opinions
set out below.
|
| 2.16 |
There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.
|
| 2.17 |
The Company will receive money or money's worth in consideration for the issue of the Ordinary Shares and the Preference Shares and none of the Ordinary Shares or the Preferred Shares will be issued for less than their par value.
|
| 3 |
Opinions
|
| 3.1 |
The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.
|
| 3.2 |
The Company has all requisite power and authority under the Memorandum and Articles to enter into, execute and perform its obligations under the Indenture Documents to which it will be a party and the Debt Securities issuable under each
such Indenture Document to which it is, or will be, a party.
|
| 3.3 |
With respect to the Ordinary Shares and the Preferred Shares, when: (a) the board of directors of the Company has taken all necessary corporate action to approve the issue thereof, the terms of the offering thereof and related matters; (b)
the issue of such Ordinary Shares and/or Preferred Shares has been recorded in the Company's register of members (shareholders); and (c) the subscription price of such Ordinary Shares and/or Preferred Shares (being not less than the par value
of the Ordinary Shares and/or Preferred Shares) has been fully paid in cash or other consideration approved by the board of directors of the Company, the Ordinary Shares and/or Preferred Shares will be duly authorised, validly issued, fully
paid and non-assessable.
|
| 3.4 |
With respect to the Depositary Shares, when (a) the board of directors of the Company has taken all necessary corporate action to approve the creation and terms of the Depositary shares and to approve the issue thereof, the terms of the
offering thereof and related matters; (b) a Depositary Agreement relating to the Depositary Shares shall have been duly authorised and validly executed and delivered by the Company and the share Depositary to be named therein; (c) the
specific terms of the Depositary Shares have been duly authorized and established in accordance with the Depositary Agreement; and (d) such Depositary Shares have been duly authorized, executed, issued and delivered in accordance with the
Depositary Agreement and the applicable underwriting or other agreement against payment therefor, the Depositary Shares will be duly authorised, legal and binding obligations of the Company.
|
| 3.5 |
With respect to the Warrants, when: (a) the board of directors of the Company has taken all necessary corporate action to approve the creation and terms of the Warrants and to approve the issue thereof, the terms of the offering thereof
and related matters; (b) a Warrant Agreement relating to the Warrants shall have been duly authorised and validly executed and delivered by the Company and the financial institution designated as warrant agent thereunder; and (c) the Warrant
Certificates have been duly executed, countersigned, registered and delivered in accordance with the Warrant Agreement relating to the Warrants and the applicable definitive purchase, underwriting or similar agreement approved by the board of
directors of the Company upon payment of the consideration therefor provided therein, the Warrants will be duly authorised, legal and binding obligations of the Company.
|
| 3.6 |
With respect to each issue of Debt Securities pursuant to the relevant Indenture Document, when: (a) the board of directors of the Company has taken all necessary corporate action to approve the issue thereof, the terms of the offering
thereof and related matters; and (b) such Debt Securities issued thereunder have been duly executed and delivered on behalf of the Company and authenticated in the manner set forth in the relevant Indenture Document relating to such issue of
Debt Securities and delivered against due payment therefor pursuant to, and in accordance with, the terms of the Registration Statement and any relevant prospectus supplement, such Debt Securities issued pursuant to the relevant Indenture
Document will have been duly executed, issued and delivered.
|
| 3.7 |
With respect to the Purchase Contracts, when: (a) the board of directors of the Company has taken all necessary corporate action to approve the creation and terms of the Purchase Contracts and to approve the issue thereof, the terms of the
offering thereof and related matters; (b) a Purchase Contract Agreement shall have been duly authorised and validly executed and delivered by the Company; and (c) the Purchase Contract Agreements have been duly executed, countersigned,
registered and delivered in accordance with the applicable Purchase Contract Agreement and the applicable definitive purchase, underwriting or similar agreement approved by the board of directors of the Company upon payment of the
consideration therefor provided therein, the Purchase Contracts will be duly authorised, legal and binding obligations of the Company.
|
| 3.8 |
With respect to the Units, when: (a) the board of directors of the Company has taken all necessary corporate action to approve the creation and terms of the Units and to approve the issue thereof, the terms of the offering thereof and
related matters; (b) a Unit Agreement relating to the Units shall have been duly authorised and validly executed and delivered by the Company and the financial institution designated as unit agent thereunder; and (c) the Units Certificates
have been duly executed, countersigned, registered and delivered in accordance with the Unit Agreement relating to the Units and the applicable definitive purchase, underwriting or similar agreement approved by the board of directors of the
Company upon payment of the consideration therefor provided therein, the Units will be duly authorised, legal and binding obligations of the Company.
|
| 4 |
Qualifications
|
| 4.1 |
The obligations assumed by the Company under the Documents or the relevant Securities will not necessarily be enforceable in all circumstances in accordance with their terms. In particular:
|
| (a) |
enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to protecting or affecting the rights of creditors and/or contributories;
|
| (b) |
enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an
adequate remedy;
|
| (c) |
some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences;
|
| (d) |
where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction;
|
| (e) |
some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences;
|
| (f) |
the courts of the Cayman Islands have jurisdiction to give judgment in the currency of the relevant obligation and statutory rates of interest payable upon judgments will vary according to the currency of the judgment. If the Company
becomes insolvent and is made subject to a liquidation proceeding, the courts of the Cayman Islands will require all debts to be proved in a common currency, which is likely to be the "functional currency" of the Company determined in
accordance with applicable accounting principles. Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the Cayman Islands;
|
| (g) |
arrangements that constitute penalties will not be enforceable;
|
| (h) |
enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts;
|
| (i) |
provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process;
|
| (j) |
the courts of the Cayman Islands may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Documents in matters where they determine that such proceedings may be tried in a more
appropriate forum;
|
| (k) |
any provision in a Document which is governed by Cayman Islands law purporting to impose obligations on a person who is not a party to such Document (a "third party") is unenforceable against that
third party. Any provision in a Document which is governed by Cayman Islands law purporting to grant rights to a third party is unenforceable by that third party, except to the extent that such Document expressly provides that the third party
may, in its own right, enforce such rights (subject to and in accordance with the Contracts (Rights of Third Parties) Act (As Revised));
|
| (l) |
any provision of a Document which is governed by Cayman Islands law which expresses any matter to be determined by future agreement may be void or unenforceable;
|
| (m) |
we reserve our opinion as to the enforceability of the relevant provisions of the Documents to the extent that they purport to grant exclusive jurisdiction as there may be circumstances in which the courts of the Cayman Islands would
accept jurisdiction notwithstanding such provisions;
|
| (n) |
a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory power and there is doubt as to the enforceability of any provision in the Documents whereby the Company covenants to restrict the
exercise of powers specifically given to it under the Companies Act (As Revised) (the "Companies Act"), including, without limitation, the power to increase its authorised share capital, amend its
memorandum and articles of association or present a petition to a Cayman Islands court for an order to wind up the Company;
|
| (o) |
enforcement or performance of any provision in the Documents which relates, directly or indirectly, to an interest in the Company constituting shares, voting rights or ultimate effective control over management in the Company may be
prohibited or restricted if any such relevant interest is or becomes subject to a restrictions notice issued under the Beneficial Ownership Transparency Act (As Revised) ("BOT Act").
|
| 4.2 |
To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.
|
| 4.3 |
We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the
Documents or the relevant Securities issuable thereunder.
|
| 4.4 |
We have not reviewed the final forms of the Indenture Documents, the Debt Securities to be issued thereunder, the Warrant Documents or the Warrants to be issued thereunder, the Purchase Contracts, the Unit Documents or the Units to be
issued thereunder, and our opinions are qualified accordingly.
|
| 4.5 |
We reserve our opinion as to the extent to which the courts of the Cayman Islands would, in the event of any relevant illegality or invalidity, sever the relevant provisions of the Indenture Documents, the Depositary Shares, the Depositary
Agreements, the Debt Securities, the Warrant Documents, the Warrants, the Purchase Contracts, the Purchase Contract Agreements, the Unit Documents or the Units and enforce the remainder of the Indenture Documents, the Depositary Shares, the
Depositary Agreements, the Debt Securities, the Warrant Documents, the Warrants, the Purchase Contracts, the Purchase Contract Agreements, the Unit Documents or the Units or the transaction of which such provisions form a part,
notwithstanding any express provisions in the Indenture Documents, the Depositary Shares, the Depositary Agreements, the Debt Securities, the Warrant Documents, the Warrants, the Purchase Contracts, the Purchase Contract Agreements, the Unit
Documents or the Units in this regard.
|
| 4.6 |
Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there
are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order
that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman
Islands and for the purposes of the opinion given in paragraph 3.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for
rectification of the register of members of the Company, but if such an application were made in respect of the Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.
|
| 4.7 |
Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion letter or
otherwise with respect to the commercial terms of the transactions the subject of this opinion letter.
|
| 4.8 |
In this opinion letter the phrase "non-assessable" means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to
the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company's assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship
or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
|
| To: |
Maples and Calder (Cayman) LLP
|
| 1 |
The Memorandum and Articles remain in full force and effect and are unamended.
|
| 2 |
The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges of the Company.
|
| 3 |
The Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or
revoked in any respect.
|
| 4 |
The shareholders of the Company (the "Shareholders") have not restricted the powers of the directors of the Company in any way.
|
| 5 |
The directors of the Company at the date of the Resolutions and at the date of this certificate were and are as follows: Joseph P. Adams, Jr, Paul R. Goodwin, Judith A. Hannaway, A. Andrew Levison Ray M. Robinson, Martin Tuchman and Shyam
Gidumal.
|
| 6 |
The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions filed therein
represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or
passed by written resolution or consent, as the case may be.
|
| 7 |
Prior to, at the time of, and immediately following the approval of the transactions contemplated by the Registration Statement, the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter,
into the transactions contemplated by the Registration Statement for proper value and not with an intention to defraud or wilfully defeat an obligation owed to any creditor or with a view to giving a creditor a preference.
|
| 8 |
Each director of the Company considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the
Company, in relation to the transactions which are the subject of the Opinion.
|
| 9 |
When the Debt Securities have been duly authorised by the Company and when the Debt Securities are signed in facsimile or manually by a director or officer of the Company on behalf of the Company and, if appropriate, authenticated in the
manner set forth in a duly authorised, executed and delivered Indenture and delivered against due payment therefor, the Debt Securities will be valid, binding and enforceable obligations of the Company.
|
| 10 |
The Company has received or will receive money or money's worth in consideration for the issue of the Ordinary Shares and the Preferred Shares upon exercise of any of the Securities and none of the Ordinary Shares and the Preferred Shares
were or will be issued for less than par value.
|
| 11 |
To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction and neither the directors nor Shareholders have taken any steps to
have the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company or to appoint restructuring officers or interim restructuring officers, and no step has been taken to appoint a receiver in
relation to any of the Company's property or assets.
|
| 12 |
To the best of my knowledge and belief, having made due inquiry, there are no circumstances or matters of fact existing which may properly form the basis for an application for an order for rectification of the register of members of the
Company.
|
| 13 |
No interest in the Company constituting shares, voting rights or ultimate effective control over management in the Company is currently subject to a restrictions notice issued under the BOT Act.
|
| 14 |
The Registration Statement has been, or will be, authorised and duly executed and delivered by or on behalf of all relevant parties in accordance with all relevant laws.
|
| 15 |
No invitation has been made or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Shares.
|
| 16 |
The Ordinary Shares and the Preferred Shares to be issued pursuant to the Registration Statement have been, or will be, duly registered, and will continue to be registered, in the Company's register of members (shareholders).
|
| 17 |
The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.
|
| 18 |
There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Plan.
|
|
Signature:
|
/s/ Joseph P. Adams, Jr.
|
|
|
Name:
|
Joseph P. Adams, Jr.
|
|
|
Title:
|
Director
|