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SEC Filings

F-3
TRIVAGO N.V. filed this Form F-3 on 04/05/2018
Entire Document
 
Exhibit
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53rd at Third
885 Third Avenue
New York, New York 10022-4834
Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
FIRM / AFFILIATE OFFICES
Beijing    Moscow
Boston    Munich
Brussels    New York
Century City    Orange County
Chicago    Paris
Dubai    Riyadh
Düsseldorf    Rome
Frankfurt    San Diego
Hamburg    San Francisco
Hong Kong    Seoul
Houston    Shanghai
London    Silicon Valley
Los Angeles    Singapore
Madrid    Tokyo
Milan    Washington, D.C.








April 5, 2018


trivago N.V.
Bennigsen-Platz 1
40474 Düsseldorf
Germany

Re: Registration Statement on Form F-3
Ladies and Gentlemen:
We have acted as special counsel to trivago N.V., a Dutch public limited company (naamloze vennootschaap) (the “Company”), in connection with its filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form F-3 (the “Registration Statement”), including a base prospectus (the “Base Prospectus”), which provides that it will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), under the Securities Act of 1933, as amended (the “Act”), relating to the registration for (1) the issue and sale by the Company of up to $500,000,000 offering price of (i) shares issued by Deutsche Bank Trust Company Americas as U.S. depositary and representing Class A Shares of the Company (“Class A Shares”), (ii) one or more series of the Company’s debt securities (collectively, “Debt Securities”) to be issued under an indenture to be entered into between the Company, as issuer, and a trustee (a form of which is included as Exhibit 4.6 to the Registration Statement) and one or more board resolutions, supplements thereto or officer’s certificates thereunder (such indenture, together with the applicable board resolution, supplement or officer’s certificate pertaining to the applicable series of Debt Securities, the “Applicable Indenture”), (iii) warrants (“Warrants”), (iv) purchase contracts (“Purchase Contracts”) and (v) units (“Units”), and (2) the issue by the Company and sale by certain selling shareholders of the Company of up to 110,791,879 Class A Shares. The Class A Shares, Debt Securities, Warrants, Purchase Contracts and Units, plus any additional Class A Shares, Debt Securities, Warrants, Purchase Contracts and Units that may be registered pursuant to any subsequent registration statement that the Company may hereafter file with the Commission pursuant to Rule 462(b) under the Act in connection with the offering by


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