The opinions expressed in this opinion letter are to be construed and interpreted in accordance with Netherlands law. The competent courts at Amsterdam, the Netherlands have exclusive jurisdiction to settle any issues of interpretation or liability arising out of or in connection with this opinion letter. Any legal relationship arising out of or in connection with this opinion letter (whether contractual or non-contractual), including the above submission to jurisdiction, is governed by Netherlands law. No person other than NautaDutilh may be held liable in connection with this opinion letter.
In this opinion letter, legal concepts are expressed in English terms. The Netherlands legal concepts concerned may not be identical in meaning to the concepts described by the English terms as they exist under the law of other jurisdictions. In the event of a conflict or inconsistency, the relevant expression shall be deemed to refer only to the Netherlands legal concepts described by the English terms.
For the purposes of this opinion letter, we have assumed that:
each copy of a document conforms to the original, each original is authentic, and each signature is the genuine signature of the individual purported to have placed that signature;
the Deed of Incorporation is a valid notarial deed;
the Current Articles are the Articles of Association in force and effect;
the authorized share capital (maatschappelijk kapitaal) of the Company allows for the issuance of the Registered Shares not underlying Offer ADSs;
the Company has not (i) been dissolved (ontbonden), (ii) ceased to exist pursuant to a merger (fusie) or a division (splitsing), (iii) been converted (omgezet) into another legal form, either national or foreign, (iv) had its assets placed under administration (onder bewind gesteld), (v) been declared bankrupt (failliet verklaard), (vi) been granted a suspension of payments (surseance van betaling verleend), or (vii) been made subject to similar proceedings in any jurisdiction or otherwise been limited in its power to dispose of its assets;
any Registered Securities (except for Registered Shares underlying Offer ADSs) shall be issued, and any pre-emption rights in connection therewith shall have been excluded, pursuant to resolutions validly passed by the corporate body (orgaan) of the Company duly authorized to do so;
the Class B Shares which are convertible into Registered Shares underlying Offer ADSs (i) are the Class B Shares allotted pursuant to the Merger and (ii) shall have been validly converted into such Registered Shares as described in the Registration Statement and in accordance with the Current Articles;
the shareholders' equity (eigen vermogen) of trivago GmbH, as of the moment immediately preceding the effectiveness of the Merger, determined