BioNTech SE (BNTX) F-1/ARegistration statement (foreign) (amended)

Documents Reviewed

a copy of the Company’s articles of association (Satzung), as in effect as of the date of this opinion (the Articles of Association);

a copy of an electronic excerpt (Handelsregisterauszug) from the Commercial Register relating to the Company dated July 23, 2020 (the Register Excerpt);

a copy of the registration statement (as amended, the Registration Statement) on Form F-1/A filed by the Company with the Securities and Exchange Commission on July 23, 2020 pursuant to the Securities Act of 1933, as amended;

draft copies of the minutes of the resolutions of the management board (Vorstand) of the Company and the supervisory board (Aufsichtsrat) of the Company, resolving upon the increase of the Company’s share capital from the Company’s authorized capital by issuing new no par value registered shares at an issuance price of EUR 1.00 per share (together the Capital Increase Resolutions, with said capital increase being referred to as the Authorized Capital Increase); and

any such certificates, corporate records and other documents, and such matters of law, as we have deemed necessary or appropriate for the purposes of this opinion. We have not reviewed any other documents for the purposes of this opinion.

Assumptions

the conformity of all copies of documents supplied to us with the relevant originals and the authenticity and completeness of all documents submitted to us whether as originals or as copies;

that all signatures on Opinion Documents are genuine signatures of those individuals from whom they purport to stem;

that Opinion Documents examined by us in draft form have been or, as the case may be, will be executed in the form of the draft examined by us by the party that in the respective draft is envisaged to so execute the respective Opinion Document, save for the proper supplementation of certain of the Opinion Documents on the basis of the maximum number and the actual number of the New Shares to be issued pursuant to the Capital Increase Resolutions (which numbers will be set after the date hereof);

that all individuals who have executed and delivered or will execute and deliver any of the Opinion Documents had or will have, at the relevant times, (i) full legal capacity (Geschäftsfähigkeit) and (ii) power to validly represent (Vertretungsmacht) the respective party (other than individuals executing, passing or delivering on behalf of the Company), in executing and delivering the relevant Opinion Document;

that none of the Opinion Documents has been or, as the case may be, will be revoked, rescinded, repealed, terminated (whether in whole or in part), amended or supplemented;

the correctness and completeness of all factual matters expressed in the Opinion Documents;

that the Register Excerpt is accurate and complete as at its date and that no changes to the facts related therein have occurred between the date the Register Excerpt was issued and the date hereof;

that the Articles of Association are true and accurate as of the date of this opinion;

that the Capital Increase Resolutions are not affected by any factual circumstance not apparent from the Opinion Documents (unless known to us); and

that no other arrangements between any of the parties to the Capital Increase Resolutions in respect of the transaction contemplated thereby or other declaration or act which modifies or supersedes any of the terms of a Capital Increase Resolution exist (unless known by us).

Laws Considered

Opinion Statements

The Company is a European stock corporation (SE) duly established and validly existing under the laws of Germany and registered with the Commercial Register under number HRB 48720.

Following the due execution of the Capital Increase Resolutions, the due execution and delivery of a subscription form by the relevant subscriber, the payment to the Company of the issuance price of EUR 1.00 per New Share and the registration of the implementation of the Authorized Capital Increase with the Commercial Register, the relevant New Shares will be validly issued to the relevant subscriber and fully paid (subject to the payment of the difference between the nominal amount and the final offer price).

Qualifications