DOCUMENTS

an excerpt from the Commercial Register of the Canton of Zurich, Switzerland, in respect of the Company, certified by such Commercial Register as of 13 January 2016;

a facsimile copy of the extract from the daily register (“Tagesregister”) of the Commercial Register of the Canton of Zurich in respect of the Company, certified by such Commercial Register as of 14 January 2016;

a copy of the articles of association of the Company, certified by the Commercial Register of the Canton of Zurich, Switzerland, as of 14 January 2016 to correspond to the latest version filed with such Commercial Register (the “Articles”); and

a copy of the public deed of the resolutions of the board of directors of the Company containing the declarations of the board of directors of the Company regarding the authorized capital increase by issuance of the New Shares dated 14 January 2016.

ASSUMPTIONS

the information set out in the Documents is true, accurate, complete and up-to-date as of the date of this legal opinion letter and no changes have been made or will be made that should have been or should be reflected in the Documents as of the date of this legal opinion letter;

the Documents submitted to us as (hard or electronic) copies are complete and conform to the original document;

all signatures and seals on any Document are genuine;

where a name is indicated (in print or in handwriting) next to a signature appearing on any Document above, the signature has been affixed by the person whose name is indicated, and where no name is indicated (in print or in handwriting) next to a signature appearing on any Document, the relevant Documents have been duly signed by authorized signatories; and

to the extent any authorizations, approvals, consents, licenses, exemptions or other requirements (collectively the “Authorizations”) had to be obtained outside Switzerland in connection with the Merger, the Conversion or the issuance of the Shares, such Authorizations have been obtained or fulfilled in due time, and have remained in full force and effect at all times through the issuance of the New Shares.

OPINIONS

the Company is a stock corporation (‘Aktiengesellschaft’) duly organized and validly existing under the laws of Switzerland, with corporate power and authority to conduct its business in accordance with its Articles; and

the New Shares, have been validly issued and are fully paid and non-assessable (i.e., no further contributions in respect thereof will be required to be made to the Company by the holders thereof, by reason only of their being such holders).

QUALIFICATIONS

The opinions expressed herein are strictly limited to matters governed by the laws of Switzerland and thus to opinions on certain Swiss law matters.

The opinions expressed herein are based on and subject to the laws of Switzerland as in force and generally interpreted based on available legal sources as of the date of this legal opinion letter, and where this legal opinion letter refers to “Swiss law” or “the laws of Switzerland”, it solely refers to Swiss law as in force and generally interpreted based on available legal sources as of the date of this legal opinion letter. Such laws are subject to change.

We have made no investigation of the laws of any other jurisdiction (but the laws of Switzerland) as a basis for this legal opinion letter and do not express or imply any opinion thereon.

The opinions expressed herein relate only to legal matters explicitly covered by this legal opinion letter (taking into account all assumptions and qualifications cumulatively) and no opinion is given by implication or otherwise on any other matter.

In issuing this legal opinion letter, we relied solely on the Documents and were not instructed to, and did not, make any further independent search or due diligence; we do not opine as to any facts or circumstances occurring or coming to our attention subsequently to the date hereof.

The assumptions and qualifications apply to all opinions expressed in this legal opinion letter.

We express no opinion herein as to the accuracy or completeness of the information set out in the Registration Statement or of the representations and warranties set out in the Registration Statement.

We express no opinion herein as to regulatory matters or as to any commercial, accounting, calculating, auditing, tax, or other non-corporate law matter.

As a matter of mandatory Swiss law, shareholders as well as the board of directors of a company are entitled to challenge resolutions adopted by a general shareholders’ meeting believed to violate the law or the company’s articles of association by initiating legal proceedings against such company within two months following such meeting. Therefore, notwithstanding registration of the Shares with the competent commercial register, any shareholder or the board of directors of the Company may challenge the resolutions taken by the general meeting of the shareholders’ meeting of the Company on which such registration of the Shares with the competent commercial register may be based.

In this opinion, Swiss legal concepts are expressed in English terms and not in any official Swiss language; these concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.

RELIANCE