Full Truck Alliance (YMM) F-1Registration statement (foreign)

Full Truck Alliance Co. Ltd.

that each of the Documents is legal, valid, binding and enforceable in accordance with their respective governing laws (other than PRC Laws) in any and all respects;

that the Documents that were presented to us up to the date of this legal opinion remain in full force and effect on the date of this opinion and have not been revoked, amended or supplemented, and no amendments, revisions, supplements, modifications or other changes have been made, and no revocation or termination has occurred, with respect to any of the Documents after they were submitted to us for the purposes of this legal opinion;

that all Documents submitted to us as originals are authentic and that all Documents submitted to us as copies conform to their authentic originals;

that all Documents have been validly authorized, executed and delivered by all of the parties thereto (other than the PRC Companies) and such parties (other than the PRC Companies) to the Documents have full power and authority to enter into, and have duly executed and delivered such Documents to which it is a party (other than the PRC Companies) in accordance with the laws of its jurisdiction of organization or incorporation or the laws to which it/she/he is subject;

that the signatures, seals and chops on the Documents submitted to us are genuine, and each signature on behalf of a party thereto is that of a person duly authorized by such party to execute the same;

that each of the parties (other than the PRC Companies) to the Documents is duly organized and validly existing under the laws of its jurisdiction of organization and/or incorporation, and has been duly approved and authorized where applicable by the competent Governmental Agencies of the relevant jurisdiction to carry on its business and to perform its obligations under the Documents to which it is a party;

that all factual information provided to us is correct, complete and accurate and that all factual matters in each of the covenants, representations and warranties in the representation letter or other similar documents are and remain accurate and true in all respects;

that the laws of jurisdictions other than the PRC which may be applicable to the execution, delivery, performance or enforcement of the Documents are complied with;

Opinions

Corporate Structure. The descriptions of the corporate structure and contractual arrangements of the Jiangsu Manyun, FTA Information and PRC Operating Entities, respectively, as set forth in the Registration Statement under the captions “Prospectus Summary” and “Our History and Corporate Structure” are true and accurate in all material respects and nothing has been omitted from such description which would make it misleading in any material respect. The corporate structure of the Company (including the ownership structure of the Company and each of the PRC Companies, individually or in the aggregate), both currently and immediately after giving effect to the Offering, do not and will not violate any applicable PRC Laws. Each of the VIE Agreements and the contractual arrangements contemplated thereunder, both currently and immediately after giving effect to the Offering, is valid and binding, and enforceable in accordance with its terms and applicable PRC Laws, and does not and will not violate any applicable PRC Laws immediately after giving effect to the Offering. However, there are substantial uncertainties regarding the interpretation and application of PRC Laws, and there can be no assurance that the PRC government will ultimately take a view that is consistent with our opinion stated above.

M&A Rule. Based on our understanding of the explicit provisions of the PRC Laws as of the date hereof, given that (a) WFOEs were established by means of direct investment rather than by a merger with or an acquisition of any PRC domestic companies as defined under the M&A Rule; (b) no explicit provision in the M&A Rules classifies the respective contractual arrangements among Jiangsu Manyun, FTA Information, PRC Operating Entities and their respective shareholders as a type of acquisition transaction falling under the M&A Rule, (c) the CSRC currently has not issued any definitive rule or interpretation concerning whether the Offerings are subject to the M&A Rules; and we are of the opinion that M&A Rule and related regulations do not require that the Company obtain prior CSRC approval for the listing and trading of the ADSs on the New York Stock Exchange. However, there are substantial uncertainties as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering and our opinions stated above are subject to any new PRC Laws or detailed implementations and interpretations in any form relating to the M&A Rules, and there can be no assurance that the PRC government will ultimately take a view that is consistent with our opinion stated above.

Enforceability of Civil Procedures. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against a company or its directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands.

Taxation. The statements set forth in the Registration Statement under the caption “Taxation - People’s Republic of China Taxation” with respect to the PRC tax laws and regulations, constitute true and accurate descriptions of the matters described therein in all material aspects, and constitute our opinion to the material tax consequences of an investment in the ADSs under the PRC Laws.

PRC Laws. The statements in the Registration Statement, under the sections entitled “Prospectus Summary”, “Risk Factors”, “Dividend Policy” “Enforcement of Civil Liabilities”, “Our History and Corporate Structure”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Taxation-PRC”, “Business”, “Related Party Transactions”, “Regulations” and “Taxation—People’s Republic of China Taxation”, to the extent that they describe or summarize matters of PRC Laws, are true and accurate in all material respects, and fairly present or fairly summarize in all material respects the PRC legal and regulatory matters, VIE Agreements or proceedings referred to therein, and nothing has been omitted from such statements which would make the statements, in light of the circumstance under which they were made, misleading in any material respect.

Our opinion is limited to the PRC laws of general application on the date hereof. For the purpose of this opinion only, the PRC or China shall not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region or Taiwan. We have made no investigation of, and do not express or imply any views on, the laws of any jurisdiction other than the PRC.

The PRC Laws referred to herein are laws and regulations publicly available and currently in force on the date hereof and there is no guarantee that any of such laws and regulations, or the interpretation or enforcement thereof, will not be changed, amended or revoked in the future with or without retrospective effect.

Our opinion is subject to the effects of (i) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interest, social ethics, national security, good faith, fair dealing, and applicable statutes of limitation, (ii) any circumstance in connection with formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercionary or concealing illegal intentions with a lawful form, (iii) judicial discretion with respect to the availability of specific performance, injunctive relief, remedies or defenses, or calculation of damages, and (iv) the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC.

This opinion is issued based on our understanding of the current PRC Laws. For matters not explicitly provided under the current PRC Laws, the interpretation, implementation and application of the specific requirements under PRC Laws are subject to the final discretion of competent PRC legislative, administrative and judicial authorities, and there can be no assurance that the Government Agencies will ultimately take a view that is not contrary to our opinion stated above.

We may rely, as to matters of fact (but not as to legal conclusions), to the extent we deem proper, on certificates and confirmations of responsible officers of the PRC Companies and PRC government officials.

As used in this opinion, the expression “to the best of our knowledge after due inquiry” or similar language with reference to matters of fact refers to the current actual knowledge of the attorneys of this firm who have worked on matters for the Company in connection with the Offering and the transactions contemplated thereby after reasonable investigation and inquiry. We may rely, as to matters of fact (but not as to legal conclusions), to the extent we deem proper, on certificates and confirmations of responsible officers of the PRC Companies and Governmental Agencies.

Exclusive Service Agreement entered into by and between Jiangsu Manyun Logistics Information Co., Ltd. and Beijing Yunmanman Technology Co., Ltd. on March 22, 2021.

Exclusive Option Agreement entered into by and among Jiangsu Manyun Logistics Information Co., Ltd., Beijing Yunmanman Technology Co., Ltd., Zhang Hui (张晖) and Ma Guizhen (马桂珍) on March 22, 2021.

Equity Interest Pledge Agreement entered into by and among Jiangsu Manyun Logistics Information Co., Ltd., Beijing Yunmanman Technology Co., Ltd. and Zhang Hui (张晖) on March 22, 2021.

Equity Interest Pledge Agreement entered into by and among Jiangsu Manyun Logistics Information Co., Ltd., Beijing Yunmanman Technology Co., Ltd. and Ma Guizhen (马桂珍) on March 22, 2021.

Power of Attorney entered into by and among Jiangsu Manyun Logistics Information Co., Ltd., Beijing Yunmanman Technology Co., Ltd., Zhang Hui (张晖) and Ma Guizhen (马桂珍) on March 22, 2021.

Spousal Consent Letter issued by the spouse of Zhang Hui (张晖), a shareholder of Beijing Yunmanman Technology Co., Ltd., on March 22, 2021.

Spousal Consent Letter issued by the spouse of Ma Guizhen (马桂珍), a shareholder of Beijing Yunmanman Technology Co., Ltd., on March 22, 2021.

Exclusive Service Agreement entered into by and between Full Truck Alliance Information Consulting Co.,Ltd. and Guizhou FTA Logistics Technology Co., Ltd. on March 12, 2021.

Exclusive Option Agreement entered into by and among Full Truck Alliance Information Consulting Co.,Ltd., Zhang Hui (张晖), Ma Guizhen (马桂珍) and Guizhou FTA Logistics Technology Co., Ltd. on March 12, 2021.

Equity Interest Pledge Agreement entered into by and among Full Truck Alliance Information Consulting Co.,Ltd., Zhang Hui (张晖) and Guizhou FTA Logistics Technology Co., Ltd. on March 12, 2021.

Equity Interest Pledge Agreement entered into by and among Full Truck Alliance Information Consulting Co.,Ltd., Ma Guizhen (马桂珍) and Guizhou FTA Logistics Technology Co., Ltd. on March 12, 2021.

Power of Attorney entered into by and among Full Truck Alliance Information Consulting Co.,Ltd., Zhang Hui (张晖), Ma Guizhen (马桂珍) and Guizhou FTA Logistics Technology Co., Ltd. on March 12, 2021.

Spousal Consent Letter issued by the spouse of Zhang Hui (张晖), a shareholder of Guizhou FTA Logistics Technology Co., Ltd., on March 12, 2021.

Spousal Consent Letter issued by the spouse of Ma Guizhen (马桂珍), a shareholder of Guizhou FTA Logistics Technology Co., Ltd., on March 12, 2021.

Exclusive Service Agreement entered into by and between Jiangsu Manyun Logistics Information Co., Ltd. and Shanghai Xiwei Information Consulting Co., Ltd. on September 10, 2014.

Exclusive Option Agreement entered into by and among Jiangsu Manyun Logistics Information Co., Ltd., Shanghai Xiwei Information Consulting Co., Ltd., Zhang Hui (张晖) and Ma Guizhen (马桂珍) on February 9, 2021.

Equity Interest Pledge Agreement entered into by and among Jiangsu Manyun Logistics Information Co., Ltd., Shanghai Xiwei Information Consulting Co., Ltd., Zhang Hui (张晖) and Ma Guizhen (马桂珍) on February 9, 2021.

Power of Attorney entered into by and among Jiangsu Manyun Logistics Information Co., Ltd., Shanghai Xiwei Information Consulting Co., Ltd., Zhang Hui (张晖) and Ma Guizhen (马桂珍) on February 9, 2021.

Spousal Consent Letter issued by the spouse of Zhang Hui (张晖), a shareholder of Shanghai Xiwei Information Consulting Co., Ltd., on February 9, 2021.

Spousal Consent Letter issued by the spouse of Ma Guizhen (马桂珍), a shareholder of Shanghai Xiwei Information Consulting Co., Ltd.,on February 9, 2021.