on the basis of valuation methods generally accepted in the Netherlands, at least equaled the aggregate nominal value of the Class B Shares allotted pursuant to the Merger;
the issue price for any Registered Shares not underlying Offer ADSs shall at least equal the aggregate nominal value thereof, shall have been satisfied in cash and shall have been received and accepted by the Company ultimately upon the issuance of such Registered Shares and, where relevant, the Company shall have consented to payment in a currency other than Euro;
any Registered Shares issued in connection with the conversion, exchange or exercise of other Registered Securities shall be issued pursuant to a valid conversion, exchange or exercise of such Registered Securities in accordance with their respective terms;
no Registered Securities shall be offered to the public (aanbieden aan het publiek) in the Netherlands; and
at each Relevant Moment, each of the assumptions made in this opinion letter will be correct in all aspects by reference to the facts and circumstances then existing.
Based upon and subject to the foregoing and subject to the qualifications set forth in this opinion letter and to any matters, documents or events not disclosed to us, we express the following opinions:
The Company has been duly incorporated as a besloten vennootschap met beperkte aansprakelijkheid and is validly existing as a naamloze vennootschap.
The Registered Shares underlying Offer ADSs have been validly issued (toegekend), and are fully paid and non-assessable.
The Registered Shares not underlying Offer ADSs, when issued by the Company and accepted by the acquiror(s) of such Registered Shares, will be validly issued, fully paid and non-assessable.
The opinions expressed above are subject to the following qualifications:
Opinion 1 must not be read to imply that the Company cannot be dissolved (ontbonden). A company such as the Company may be dissolved, inter alia by the competent court at the request of the company's board of directors, any interested party (belanghebbende) or the public prosecution office in certain circumstances, such as when there are certain defects in the