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A&L Goodbody Solicitors
3 Dublin Landings
North Wall Quay, Dublin 1
D01 C4E0
T +353 1 649 2000
Dx: 29 Dublin | www.algoodbody.com
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Dublin
Belfast
London
New York
San Francisco
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Date
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27 February 2025
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Our Ref
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AC4 01437848
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| 1 |
In connection with this Opinion, we have examined and relied upon copies of:
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| 1.1 |
the Registration Statement; and
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| 1.2 |
such corporate records of the Company as we have deemed necessary as a basis for the opinions hereinafter expressed.
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CE Gill • JG Grennan • PD White • VJ Power • SM Doggett • M Sherlock • C Rogers • G O’Toole • JN Kelly • N O’Sullivan • MJ Ward • D Widger • C Christle • S Ó Cróinin • DR Baxter • A McCarthy • JF Whelan • JB
Somerville • MF Barr • AM Curran • A Roberts • RM Moore • D Main • J Cahir • M Traynor • PM Murray • P Walker • K Furlong • PT Fahy • D Inverarity • M Coghlan • DR Francis • A Casey • B Hosty • M O’Brien • L Mulleady • K Ryan • E Hurley • D
Dagostino • R Grey • R Lyons • J Sheehy • C Carroll • SE Carson • P Diggin • J Williams • A O’Beirne • J Dallas • SM Lynch • M McElhinney • C Owens • AD Ion • K O'Connor • JH Milne • T Casey • M Doyle • CJ Comerford • R Marron • K
O'Shaughnessy • S O'Connor • SE Murphy • D Nangle • C Ó Conluain • N McMahon • HP Brandt • A Sheridan • N Cole • M Devane • D Fitzgerald • G McDonald • N Meehan • R O'Driscoll • B O'Malley • C Bollard • M Daly • D Geraghty • LC Kennedy • E
Mulhern • MJ Ellis • D Griffin • D McElroy • C Culleton • B Nic Suibhne • S Quinlivan • J Rattigan • K Mulhern • A Muldowney • L Dunne • A Burke • C Bergin • P Fogarty • CM Carroll • E Keane • D Daly Byrne • S Kearney
• SE King
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| 2 |
We have further assumed the following without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:
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| 2.1 |
that, at the time of the issuance of the Shares, a sufficient number of Shares will be authorised and available for issuance by the Company’s board of directors (the Board) pursuant to the
Company’s constitution as adopted on 24 June 2021 (the Constitution), that the consideration for the issuance of such Shares will not be less than the nominal value of such Shares and that the Board,
or any appropriate committee appointed thereby, will have the valid authority to issue such Shares on a non-pre-emptive basis;
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| 2.2 |
that, at the time of the issuance of the Securities, pursuant to the Company's Constitution, that the Board, or any appropriate committee appointed thereby, will have the valid authority to issue such Securities and that such Securities
will have been duly executed, authenticated (if applicable), issued and delivered against payment therefor in accordance with the terms of the applicable Securities agreement and in the manner contemplated by the applicable prospectus and
that such Securities will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms;
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| 2.3 |
that, at the time of issuance of any Shares issuable upon the exercise of any Debt Securities, Warrants, Subscription Rights or Units exercisable or convertible into Shares, in whole or in part (together, the Convertible Securities), there will be sufficient authorised but unissued share capital available for issuance by the Board under the Company's Constitution and not otherwise reserved
for issuance and that the Board, or any appropriate committee appointed thereby, will have the valid authority to issue such Shares on a non-pre-emptive basis;
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| 2.4 |
that the issuance of any Shares upon the conversion, exchange and exercise of any of the Convertible Securities will be conducted in accordance with the terms and the procedures described in the Company's Constitution, the Companies Act
2014, as amended (the Companies Act), and the terms of issuance of such Convertible Securities;
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| 2.5 |
that the issuance of any of the Securities will be in compliance with the Companies Act, the Irish Takeover Panel Act 1997, Takeover Rules 2022, and all applicable Irish company, takeover, securities, market abuse, insider dealing laws
and other rules and regulations;
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| 2.6 |
that none of the resolutions and authorities of the Board or shareholders of the Company upon which we have relied have been or will be varied, amended or revoked in any respect or have expired and that the Securities will be issued in
accordance with such resolutions and authorities;
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| 2.7 |
that, when filed with the SEC, the Registration Statement will not differ in any material respect from the final draft that we have examined and that before any Securities are issued, offered or sold, the Registration Statement and any
amendments to the Registration Statement (including post-effective amendments) will have become effective under the Securities Act;
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| 2.8 |
that no authorisations, approvals, licences, exemptions or consents of governmental or regulatory authorities with respect to the agreements or arrangements referred to in the Registration Statement are or will be required to be
obtained, that the Securities will conform with the descriptions and restrictions contained in the Registration Statement, subject to such changes as may be required in order to comply with any requirement of Irish law, that the selling
restrictions contained therein have been and will be at all times observed and that the Securities will comply with the terms of any agreements relating to the Securities;
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| 2.9 |
that the Registration Statement does not constitute (and is not intended/required to constitute) a prospectus within the meaning of Part 23 of the Companies Act and to the extent that any offer of Securities is being made to investors
in any member state of the European Union, the Company is satisfied that the obligation to propose and publish a prospectus pursuant to European Union and/or Irish prospectus law, or in particular pursuant to the European Union (Prospectus)
Regulations 2019, does not arise; and
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| 2.10 |
the absence of fraud on the part of the Company and its respective officers, employees, agents and advisers and that the Company will issue the Securities in good faith, for its legitimate and bona fide business purposes. We have further
assumed that: (i) the Company will be fully solvent at the time of and immediately following the issue of any Securities; (ii) no resolution or petition for the appointment of a liquidator or examiner will be passed or presented prior to
the issue of any Securities; (iii) no receiver will have been appointed in relation to any of the assets or undertaking of the Company prior to the issue of any Securities; and (iv) no composition in satisfaction of debts, scheme of
arrangement, or compromise or arrangement with creditors or members (or any class of creditors or members) will be proposed, sanctioned or approved in relation to the Company prior to the issue of the Securities.
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| 3 |
Subject to the foregoing and to the within additional qualifications and assumptions, and based upon searches carried out in the Irish Companies Registration Office and the Central Office of the High Court on 27 February 2025 we are of
the opinion that:
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| 3.1 |
the Company is a public limited company duly incorporated under the laws of Ireland and validly existing under the laws of Ireland;
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| 3.2 |
the Shares, including any Shares to be issued upon conversion, exercise, exchange or otherwise pursuant to the terms of any of the Securities, in each case when issued in accordance with all necessary corporate action of the Company,
including a valid resolution of the Board or any duly appointed committee thereof, and when delivered against due payment therefor, shall be duly authorised, validly issued, fully paid and will not be subject to calls for any additional
payments (non-assessable); and
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| 3.3 |
the Debt Securities, Warrants, Subscription Rights and Units when (i) issued in accordance with all necessary corporate action of the Company, including a valid resolution of the Board or any duly appointed committee thereof; (ii) if
appropriate, authenticated in the manner set forth in the applicable indenture, warrant agreement, subscription rights agreement, unit agreement or other applicable agreement; (iii) delivered against due payment therefor; and (iv) the
applicable indenture, warrant agreement, subscription rights agreement, unit agreement or other applicable agreement has been duly authorized, executed and delivered by the Company and the other parties thereto, will be duly authorized,
validly issued and binding obligations of the Company.
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