Opera Limited (OPRA) F-3Shelf registration (foreign)

Documents Reviewed

The certificate of incorporation of the Company dated 19 March 2018.

The second amended and restated memorandum and articles of association of the Company as conditionally adopted by a special resolution passed on 13 July 2018 and effective immediately prior to the completion of the Company’s initial public offering of the Shares (the "Memorandum and Articles").

The written resolutions of the board of directors of the Company dated 14 July 2023 (the "Resolutions").

A certificate from a director of the Company, a copy of which is attached hereto (the "Director's Certificate").

A certificate of good standing dated 7 July 2023, issued by the Registrar of Companies in the Cayman Islands (the "Certificate of Good Standing").

The Registration Statement.

Assumptions

Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

All signatures, initials and seals are genuine.

There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Registration Statement and a duly authorised, executed and delivered Warrant Agreement or Indenture.

The Company will have sufficient authorised capital to effect the issue of the Shares or Preferred Shares at the time of issuance.

The Warrant Agreements and the Warrants, and the Debt Securities and the Indenture, will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

The choice of the laws of the State of New York as the governing law of the Warrant Agreements and the Warrants, the Debt Securities and the Indenture, will be made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands).

The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Warrant Agreements and the Warrants, and the Debt Securities and the Indenture.

No monies paid to or for the account of the Company in respect of the Shares, the Preferred Shares, the Warrants, the Debt Securities or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised) respectively).

There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below.

Opinion

The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

The authorised share capital of the Company is US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each.

The issue and allotment of the Shares and Preferred Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares and Preferred Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

With respect to each issue of Warrants, the Board has taken all necessary corporate action to approve the creation and terms of the Warrants and to approve the issue thereof, the terms of the offering thereof and related matters; a Warrant Agreement relating to the Warrants have been duly authorised and validly executed and delivered by the Company and the warrant agent thereunder; and the certificates representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the Warrant Agreement relating to the Warrants and the applicable definitive purchase, underwriting or similar agreement approved by the Board upon payment of the consideration therefor provided therein, the Warrants will be duly authorised, legal and binding obligations of the Company.

With respect to the Debt Securities, the Board has taken all necessary corporate action to approve the execution, issuance, delivery and performance of the Debt Securities thereof, the terms of the offering thereof and related matters, and when the Debt Securities have been authenticated in the manner set forth in the Indenture relating to such issue of Debt Securities, the Debt Securities will be duly executed, issued and delivered on behalf of the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

Qualifications

To maintain the Company in good standing under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

The obligations assumed by the Company under the Warrant Agreements, and the Indenture will not necessarily be enforceable in all circumstances in accordance with their terms. In particular:

enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to, protecting or affecting the rights of creditors and/or contributories;

enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences;

where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction;

the courts of the Cayman Islands have jurisdiction to give judgment in the currency of the relevant obligation and statutory rates of interest payable upon judgments will vary according to the currency of the judgment. If the Company becomes insolvent and is made subject to a liquidation proceeding, the courts of the Cayman Islands will require all debts to be proved in a common currency, which is likely to be the "functional currency" of the Company determined in accordance with applicable accounting principles. Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the Cayman Islands;

arrangements that constitute penalties will not be enforceable;

enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts;

provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process;

the courts of the Cayman Islands may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Warrant Agreements, and the Indenture in matters where they determine that such proceedings may be tried in a more appropriate forum;

we reserve our opinion as to the enforceability of the relevant provisions of the Warrant Agreements, and the Indenture to the extent that they purport to grant exclusive jurisdiction as there may be circumstances in which the courts of the Cayman Islands would accept jurisdiction notwithstanding such provisions;

a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory power and there is doubt as to the enforceability of any provision in the Warrant Agreements, and the Indenture whereby the Company covenants to restrict the exercise of powers specifically given to it under the Companies Act (As Revised) (the "Companies Act"), including, without limitation, the power to increase its authorised share capital, amend its memorandum and articles of association or present a petition to a Cayman Islands court for an order to wind up the Company; and

if the Company becomes subject to Part XVIIA of the Companies Act, enforcement or performance of any provision in the Warrant Agreements, and the Indenture which relates, directly or indirectly, to an interest in the Company constituting shares, voting rights or director appointment rights in the Company may be prohibited or restricted if any such relevant interest is or becomes subject to a restrictions notice issued under the Companies Act.

We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Warrant Agreements or the Warrants, the Debt Securities or the Indenture.

We have not reviewed any of the Warrant Agreements or the Warrants to be issued thereunder, the Indenture or the Debt Securities to be issued thereunder and our opinions are qualified accordingly.

We reserve our opinion as to the extent to which the courts of the Cayman Islands would, in the event of any relevant illegality or invalidity, sever the relevant provisions of the Warrant Agreements or the Warrants, the Indenture or the Debt Securities and enforce the remainder of the Warrant Agreements or the Warrants, the Indenture or the Debt Securities or the transaction of which such provisions form a part, notwithstanding any express provisions in the Warrant Agreements or the Warrants, the Indenture or the Debt Securities in this regard.

Under the Companies Act, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

In this opinion the phrase "non-assessable" means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder and in absence of a contractual arrangement, or an obligation pursuant to the Memorandum and Articles, to the contrary, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).