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2, rue Jean Bertholet
L - 1233 Luxembourg
T +352 26 12 29 1
F +352 26 68 43 31
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Luxembourg, 13 February 2026
Highland Holdings S.à r.l.
6, rue Jean Monnet
L-2180 Luxembourg
Grand Duchy of Luxembourg
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| a. |
all documents reviewed by us as execution versions of documents or as fax, photo or electronic copies of originals are in conformity with the executed originals thereof and such originals are complete and authentic;
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| b. |
Otis Worldwide Corporation is duly incorporated, organised, validly existing and in good standing (where applicable) under the laws of its place of incorporation or establishment;
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| c. |
the Company has complied with all requirements of the Luxembourg legislation and regulations on the domiciliation of companies, and in particular with the Luxembourg Domiciliation Act;
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| d. |
the Company does not carry out any activity in the financial or insurance sector on a professional basis (as referred to in the Financial Sector Act, the Insurance Sector Act, and the AIFM Act) or any activity requiring the granting of a
business licence under the Business Licences Act, or any other license;
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| e. |
the Company is not subject to, nor does it meet the criteria to be subject to, any proceedings for general settlement or composition with creditors (concordat préventif de faillite), controlled
management (gestion contrôlée), reprieve from payment (sursis de paiement), out-of-court mutual agreement (réorganisation
extra-judiciaire par accord amiable), judicial reorganisation in the form of a stay to enter into a mutual agreement (sursis en vue de la conclusion d’un accord amiable), judicial
reorganisation by collective agreement (réorganisation judiciaire par accord collectif), judicial reorganisation by transfer of assets or activities (réorganisation
judiciaire par transfert sous autorité de justice), conciliation (conciliation) or protective measures (mesures en vue de préserver les entreprises)
and has not been or is not adjudicated bankrupt or been made subject to any other insolvency proceedings (including without limitation administrative dissolution without liquidation proceedings (procédure
de dissolution administrative sans liquidation)) under any applicable law or otherwise been limited in its rights to dispose of its assets;
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| f. |
the place of central administration (siège de l’administration centrale), the place of effective management (siège de direction effective) and (for the
purposes of the Recast Insolvency Regulation) the centre of main interests (centre des intérêts principaux) of the Company are located at the place of its registered office (siège statutaire) in Luxembourg and the Company has no establishment (within the meaning of the Recast Insolvency Regulation) outside Luxembourg;
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| g. |
the Articles of Association and the Public Records of the Company are each true, complete and up-to-date as at the date hereof and such information has not been materially altered since;
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| h. |
the Resolutions are in full force and effect and have not been amended, revoked or declared null and void, and correctly reflect the resolutions taken by the persons authorized to do so, and the factual statements made and the
confirmations given in the Corporate Documents and in the Registration Statement are complete and correct;
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| i. |
all powers of attorney given to the persons named therein for the purposes of filing the Registration Statement have been validly granted and confer, under any applicable law (other than Luxembourg law) the necessary power to the persons
named therein to file the Registration Statement;
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| j. |
the Registration Statement has been or will be duly authorized by Otis Worldwide Corporation and Otis Worldwide Corporation has the capacity, power, authority and legal right to approve and file the Registration Statement;
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| k. |
all authorizations, approvals and consents required under the laws or regulations of any jurisdiction (other than Luxembourg), which may be required in connection with the execution and performance of the Registration Statement have been
or will be obtained;
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| l. |
the statements of fact in the Registration Statement and the Corporate Documents reviewed by us are true, accurate, complete and not misleading; and
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| m. |
no provision of law (other than Luxembourg law) would adversely affect or have any negative impact on the opinions we express in this opinion letter.
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| 1. |
The Company has been duly incorporated and is validly existing for an unlimited duration as a private limited liability company (société à responsabilité limitée) under the laws of Luxembourg.
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| 2. |
Based on the Negative Certificate, no judgment, judicial decision or court order has been registered with regard to the Company on bankruptcy (faillite),
administrative dissolution without liquidation proceedings (procédure de dissolution administrative sans liquidation), judicial reorganisation (réorganisation
judiciaire), reprieve from payment (sursis de paiement), dissolution or liquidation, the appointment of an insolvency practitioner (mandataire de justice),
or an interim administrator (administrateur provisoire) or any similar foreign procedure under the Recast Insolvency Regulation as at the date referred to therein.
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| 3. |
The Company has the corporate power and authority to file the Registration Statement and issue the Notes.
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| 4. |
The Company has taken all necessary corporate action required by its Articles of Association and the Companies Act in connection with the filing of the Registration Statement and the issuance of the Notes.
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| A. |
Our review of the Registration Statement and the Prospectus and of any other documents subject or expressed to be subject to any law other than Luxembourg law has been limited to the terms of such documents as they appear to us on their
face.
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| B. |
Corporate documents (including but not limited to a notice of a winding-up order or resolution, notice of the appointment of a receiver, administrator, or administrative receiver) may not be held immediately at the Companies Register or
are not subject to be deposited/held at the Companies Register and there may also be a delay in the relevant document to be deposited with the Companies Register or appearing on the file of the Company with the Companies Register, which may
therefore be incomplete and/or inaccurate, and the Extract and the Negative Certificate may not constitute conclusive evidence of the facts reflected therein.
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| C. |
Under Article 19-3 of the Companies Register Act, documents and extracts of documents will only be valid vis-à-vis third parties from the day of their publication in the RESA unless the Company
proves that the relevant third parties had prior knowledge thereof. Third parties may however rely upon documents or extracts thereof which have not yet been published in the RESA. Such documents are not enforceable against third parties
during 15 (fifteen) days following publication if they prove that it was impossible for them to have knowledge thereof.
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| D. |
An enquiry with the Companies Register is not capable of conclusively revealing whether or not a winding-up petition or a petition for the making of an administration or bankruptcy order or similar action has been presented or is
threatened to be presented; therefore, any reliance on the Negative Certificate should be made with regard to the functionality of the Companies Register.
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| E. |
Article 1200-1 of the Companies Act provides that the Luxembourg district court (Tribunal d’Arrondissement) dealing with commercial matters, may, at the request of the public prosecutor (Procureur d’Etat), order the dissolution and the liquidation of a company governed by Luxembourg law which seriously contravenes the provisions of the Companies Act, the assessment of which is left to
the discretion of the competent courts. As such, the opening of any dissolution or liquidation proceedings may be delayed or stopped in certain circumstances, provided that (a) such non-compliance is remedied satisfactorily in the view of
the competent court (usually if the delay in filing of the financial statements is not longer than 2 (two) years) and (b) the Company is not subject to insolvency or similar proceedings set out at qualification F (including the
administrative dissolution without liquidation proceeding (procédure de dissolution administrative sans liquidation)). Luxembourg courts do not have a uniform interpretation on whether or not the
non-compliance may be remedied in all circumstances and which timeframe (if any) will be acceptable to update the financial statements.
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| F. |
Each power of attorney and mandate, as well as any agency provisions granted and all appointments made by the Company , will terminate by law and without notice upon the Company’s bankruptcy (faillite),
and become ineffective upon the entering of the Company into reprieve from payment (sursis de paiement).
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| G. |
Any activity by the Company contrary to criminal law as well as any serious violation (contravention grave) by the Company of the provisions of the Luxembourg Commercial Code, of the laws
governing commercial companies (including without limitation with respect to any business licence requirement) and in particular of the Luxembourg Domiciliation Act, and of the Financial Sector Act may lead to the liquidation and winding-up
of the Company. The assessment of whether any violation of said requirements is serious, is left to the discretion of the courts. For the purpose of this opinion letter, we have not verified whether or not the Company has complied with all
requirements of Luxembourg law applicable to the domiciliation of companies.
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| H. |
As a general rule, powers of attorney or mandates (mandats) may be terminated at will (ad nutum) at any time notwithstanding that they are expressed to be
irrevocable. In order to be valid and binding on the principal, such proxies, mandates and powers of attorneys must have a limited purpose and not be drafted in a general way and in broad terms.
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| I. |
We express no opinion on any clause of the Registration Statement incorporating by reference certain provisions of any documents which we have not reviewed and on which we have not been requested to opine.
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Yours faithfully,
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NautaDutilh Avocats Luxembourg S.à r.l.
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Authorized Signatory:
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Margaretha (Greet) Wilkenhuysen
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“Articles of Association”
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has the meaning attributed thereto in Exhibit B
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“Business Licences Act”
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the Luxembourg Act of 2 September 2011 regulating access to the professions of craftsman, trader, industrialist as well as certain liberal professions, as amended
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“Companies Act”
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the Luxembourg Act of 10 August 1915 on commercial companies, recast
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“Companies Register”
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the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg)
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“Companies Register Act”
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the Luxembourg Act of 19 December 2002 on the register of commerce and companies and the accounting and annual statements of undertakings, as amended
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“Corporate Documents”
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has the meaning attributed thereto in Exhibit B
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“Extract”
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has the meaning attributed thereto in Exhibit B
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“Financial Sector Act”
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the Luxembourg Act of 5 April 1993 regarding the financial sector, as amended
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“Insurance Sector Act”
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the Luxembourg Act of 7 December 2015 on the insurance sector, as amended
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“Luxembourg”
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the Grand Duchy of Luxembourg
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“Luxembourg Commercial Code”
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the Luxembourg Commercial Code (Code de Commerce)
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“Luxembourg Domiciliation Act”
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the Luxembourg Act of 31 May 1999 on the domiciliation of companies, as amended
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“NautaDutilh”
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NautaDutilh Avocats Luxembourg S.à r.l.
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“Negative Certificate”
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has the meaning attributed thereto in Exhibit B
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“Public Records”
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has the meaning attributed thereto in Exhibit B
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“Recast Insolvency Regulation”
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the Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), as amended by Regulation (EU) 2021/2260 of the European Parliament and of the
Council of 15 December 2021
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“Resolutions”
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has the meaning attributed thereto in Exhibit B
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an electronic copy of the amended and restated articles of association of the Company dated 28 February 2023 as included in the extraordinary shareholders meeting of the Company of the same date (the “Articles
of Association”);
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electronic copies of (i) the resolutions of the managers (gérants) of the Company dated 8 January 2026 which, inter alia, approve the entering by the
Company into the Registration Statement, and (ii) the resolutions of the managers (gérants) of the Company dated 21 October 2021 which, inter alia, approve
the issuance by the Company of the Notes (together referred to as the “Resolutions”);
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an electronic copy of a certificate of non-registration of judgments or administrative dissolution without liquidation, issued by the Companies Register for the Company on 13 February 2026 and reflecting the situation of 12 February
2026, and stating that the Company has not been declared bankrupt (en faillite) and has not been subject to administrative dissolution without liquidation proceedings (procédure de dissolution administrative sans liquidation) and that it has not applied for reprieve from payment (sursis de paiement) or such other proceedings listed in Article 13,
items 4 to 12, 16 and 17 of the Companies Register Act (the “Negative Certificate”); and
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an electronic copy of a register extract for the Company issued by the Companies Register dated 13 February 2026 (the “Extract”).
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