Role

Documents

a scanned copy, received by e-mail, of the executed Indenture as supplemented by the Supplemental Indenture and the Officers’ Certificate, including the Guarantee;

a scanned copy, received by e-mail, of the executed Registration Statement;

scanned copies, received by e-mail, of the prospectus dated 11 March 2019 which forms a part of the Registration Statement, the preliminary prospectus supplement dated 21 May 2020 and the prospectus supplement dated 21 May 2020 (the “Prospectus”);

a scanned copy, received by email, of the executed written resolutions of the board of managing directors (bestuur) of the Company, dated 20 May 2020 inter alia, authorising the execution by the Company of the Officers’ Certificate (the “Board Resolution”);

a scanned copy, received by email, of the executed written resolutions of the general meeting (algemene vergadering) of the Company, dated 20 May 2020, inter alia, approving the Board Resolution and authorising the execution by the Company of the Officers’ Certificate (the “General Meeting Resolution”);

a scanned copy, received by email, of the excerpt, dated 29 May 2020, from the trade register of the Chamber of Commerce (Kamer of Koophandel) (the “Chamber of Commerce”) regarding the registration of the Company with the Chamber of Commerce under number 34367289 (the “Company Excerpt”);

each party to any Document (other than the Company) has been duly incorporated and organised and is validly existing and in good standing (where such concept is legally relevant) under the laws of its jurisdiction of incorporation and of the jurisdiction of its principal place of business;

the power, capacity and (corporate, regulatory and other) authority of all parties (other than the Company) to enter into and perform their obligations under the Documents to which they are a party and the legal capacity (handelingsbekwaamheid) of all individuals acting on behalf of any such parties;

under any applicable law, other than the laws of The Netherlands, the Documents have been duly authorised and validly executed and delivered by all parties thereto (including the Company);

the due compliance with all matters (including without limitation the obtaining of the necessary consents, licenses, approvals and authorisations, the making of the necessary filings, lodgements, registrations and notifications and the payment of stamp duties, if any, and other taxes) under any law other than the laws of The Netherlands as may relate to or be required in respect of (a) the Documents, (b) the lawful execution of the Documents, (c) the parties to the Documents (including the Company) or other persons affected thereby or (d) the performance or enforcement by or against the parties (including the Company) or such other persons;

at the date hereof the accuracy and completeness of the Corporate Documents and the factual matters stated, certified or evidenced thereby and that the Resolutions, the Power of Attorney and any other powers of attorney used in relation to the Documents have not been and will not be amended, superseded, repealed, rescinded or annulled;

that the Deed of Incorporation is a valid notarial deed (notariële akte), that the contents thereof are correct and complete and that there are no defects in the incorporation of the Company on the basis of which a court may dissolve the Company;

that nothing in this opinion is affected by the provisions of the laws of any jurisdiction other than The Netherlands;

(1) the Company has not passed a resolution to voluntarily dissolve (ontbinden), merge (fuseren) or de-merge (splitsen) the Company, (2) no petition has been presented nor order made by a court for the bankruptcy (faillissement) or moratorium of payment (surseance van betaling) of the Company and that the Company has not been made subject to comparable insolvency proceedings in other jurisdictions, (3) no receiver, trustee, administrator (bewindvoerder) or similar officer has been appointed in respect of the Company or its assets, (4) the Company has not been subjected to measures on the basis of the Financial Institutions (Special Measures) Act (Wet bijzondere maatregelen financiële ondernemingen), (5) no decision has been taken to dissolve (ontbinden) the Company by (a) the Chamber of Commerce under article 2:19a of the Dutch Civil Code or (b) the competent court (rechtbank) under article 2:21 of the Dutch Civil Code.

that the execution of the Documents to which the Company is a party and the performance of the transactions contemplated thereby are in the best corporate interest of the Company and are not prejudicial to its creditors (present and future);

to the extent that the Documents were executed by an attorney-in-fact acting pursuant to a power of attorney issued by the Company, under the laws governing the existence and extent of the powers of such attorney-in-fact as determined pursuant to the Hague Convention on the Law Applicable to Agency (other than the laws of The Netherlands), such power of attorney authorises such attorney-in-fact to bind the Company towards the other party or parties thereto;

none of the managing directors of the Company is subject to a civil law board member disqualification (civielrechtelijk bestuursverbod) or suspension (schorsing) to act as a board member imposed by a competent court pursuant to Articles 106a through 106e of the Dutch Bankruptcy Act (Faillissementswet) or rules or regulation of similar application, nor has been denied by a regulator the authority to fulfil positions at regulated entities or other enterprises pursuant to article 1:87 of the Financial Supervision Act (Wet op het financieel toezicht). This assumption is supported by the Board Resolution;

none of the managing directors of the Company has a conflict of interest (in private or otherwise) which would preclude any of the managing directors of the Company from participating in the deliberations and the decision-making process concerned in accordance with Article 2:239(6) of the Dutch Civil Code. This assumption is supported by the confirmations or certifications of the managing directors of the Company in the Board Resolution;

the Company does not have a works council (ondernemingsraad) nor central works council (centrale ondernemingsraad) nor group works council (groepsondernemingsraad), nor is it in the process of establishing a works council and the Company does not have the obligation to establish a works council pursuant to the mandatory rules all as referred to in the Works Councils Act (Wet op de ondernemingsraden);

all parties have entered into the Indenture for bona fide commercial reasons and at arm’s length terms;

there are no supplemental terms and conditions agreed by the parties to the Documents inter se or with third parties that could affect or qualify our opinions as set out herein;

the Company has and will have its “centre of main interests” (as that term is used in Article 3(1) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (the “EU Insolvency Regulation”) in The Netherlands; and

the Company has not nor will have an “establishment” (as defined in Article 2(10) of the EU Insolvency Regulation) outside of The Netherlands.

Opinion

The Company is a corporation duly incorporated and validly existing under the laws of The Netherlands as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) and since the Company has not been dissolved, is not in liquidation, has not merged nor demerged as a result of which the Company ceased to exist, has not been declared bankrupt and has not been granted suspension of payments, it may be considered in good standing (an expression, however, which has no recognised meaning under Dutch law).

The Company has the corporate power and capacity to execute and to deliver the Officers’ Certificate and to undertake and perform the obligations expressed to be assumed by it under the Indenture.

The Company has not failed to take any necessary corporate action in connection with its authorization, execution and delivery of the Officers’ Certificate, the absence of which may give the Company the right to assert against contracting third parties acting in good faith that it has not validly entered into the Officers’ Certificate.

In accordance with article 19.1 of the Articles of Association, the board of managing directors of the Company represents the Company. A managing director A and a managing director B acting jointly are authorised to represent the Company.

Qualifications

Our opinion is subject to and limited by the provisions of any applicable bankruptcy, insolvency, reorganisation or moratorium laws and other laws of general application relating to or affecting generally the enforcement of creditors’ rights and remedies (including the doctrine of creditors’ prejudice (Actio Pauliana) within the meaning of article 3:45 of the Dutch Civil Code and/or article 42 et. sec. of the Dutch Bankruptcy Act (Faillissementswet), sanctions and measures pursuant to applicable export control regulations, United Nations, European Community or Netherlands sanctions, implemented, effective or sanctioned in inter alia, The Netherlands Sanction Act 1977 (Sanctiewet 1977), the Economic Offences Act (Wet Economische Delicten), the Environmental Management Act (Wet Milieubeheer), the Financial Transactions Emergency Act (Noodwet financieel verkeer), the

Powers of attorney terminate (1) by revocation (herroeping) by the person issuing any such power of attorney (the “Principal”), (2) notice of termination (opzegging) given by the attorney appointed under such power of attorney (the “Appointed Attorney”), or (3) upon the death of, the commencement of legal guardianship over (ondercuratelestelling), the bankruptcy (faillissement) of, or the declaration that a debt settlement arrangement (schuldsaneringsregeling) shall apply to (a) the Appointed Attorney unless otherwise provided or (b) the Principal.

Any appointment of a process agent is subject to the rules applicable to powers of attorney set forth above and to the requirement that there should be a reasonable and balanced interest for each party to the appointment.

The concept of “delivery” of a document is not known or required under the laws of The Netherlands to render a document valid, binding and enforceable.

Article 2:7 of the Dutch Civil Code entitles companies to invoke the nullity of a legal act (ultra vires) if such legal act (rechtshandeling) cannot serve to realise the objects (doel) of such company and the other parties thereto knew, or should have known without an investigation of their own (wist of zonder eigen onderzoek moest weten), that such objects have been exceeded for which determination not only description of the objects clause is decisive, but all relevant circumstances have to be taken into account such as whether the interests of the company were served by the transaction. The nullity can only

Dutch substantive law does not have a concept or doctrine identical to the Anglo-American concept of “trust”; nevertheless any trust validly created under its governing law by the Indenture will be recognised by the courts of The Netherlands in accordance with, and subject to the limitations of, the rules of The Hague Convention on the Law Applicable to Trusts and on their Recognition; thus, where any of the Indenture provides that the Company shall hold certain assets and rights on trusts for (or for the benefit of) other parties, then under the laws of The Netherlands such provision will be effective to create a trust in respect of such assets provided that such assets and rights are held by the Company outside The Netherlands in, or governed by the laws of, a jurisdiction the domestic laws of which allow for the creation of trusts of the type contemplated by the Indenture; in all other cases such other parties may merely have an unsecured claim against the Company, which claim will rank pari passu with the claims of other unsecured and unsubordinated creditors of the Company.

expresses and describes Dutch legal concepts in English and not in their original Dutch terms. These concepts may not be identical to the concepts described by the English translations; consequently this opinion is issued and may only be relied upon on the express condition that any issues of interpretation or liability issues arising under this opinion letter will be governed by the laws of The Netherlands and be brought before a Dutch court;

speaks as of the date stated above;

is addressed to you and is solely for your benefit;

is strictly limited to the matters set forth herein and no opinion may be inferred or implied beyond that expressly stated herein; and

may not be disclosed to or be relied upon by any other person, company, enterprise or institution other than you.