Re: Pixie Dust Technologies, Inc. / American Depositary Shares Dear Sir / Madam: We act as Japanese special counsel for Pixie Dust Technologies, Inc. (the “Company”), a corporation incorporated under the laws of Japan, in connection with the underwritten initial public offering and sale by the Company of certain new common shares of the Company (the “New Shares,” and the common shares of the Company in general, the “Shares”) represented by American depositary shares (the “ADSs”), for an aggregate of up to 2,300,000 Shares represented by ADSs (including 300,000 Shares represented by ADSs subject to the underwriters’ over-allotment option), as described in the Company’s registration statement on Form F-1 (No. 333-272476) (including all exhibits thereto and as amended from time to time, the “Registration Statement”), as filed by the Company with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended (the “Securities Act”). The New Shares represented by ADSs are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) by and between the Company and Boustead Securities, LLC (the “Representative”), the form of which is filed as Exhibit 1.1 to the Registration Statement. The Company is also registering (i) warrants (which are stock acquisition rights under Japanese laws) to purchase up to 69,000 Shares represented by ADSs to be issued to the Representative as additional compensation pursuant to the Underwriting Agreement (the “Representative’s Warrants”), and (ii) up to an aggregate of 69,000 Shares represented by ADSs issuable upon exercise of the Representative’s Warrants (the “Representative’s Warrant Shares”; collectively with the New Shares represented by ADSs and the Representative’s Warrants, the “Securities”). For the purposes of this opinion letter, we have examined originals and/or photostatic copies of such documents as we have deemed relevant. In conducting our examination, we have assumed, without independent verification, the legitimacy of all signatures, the legal capacity of each party thereto, the authenticity of all the documents submitted to us as originals, the conformity to the originals of all the documents submitted to us, and the accuracy and completeness of all records made available to us by the Company. In addition, in rendering this opinion letter, we have assumed that the Securities will be offered in the manner and on the terms and conditions described or referred to in the Registration Statement. This opinion letter is limited solely to the matters expressly set forth herein. Our opinions expressed herein are limited only to the laws of Japan, and we do not purport to express or imply any opinion with respect to the applicability or effect of the laws of any other jurisdiction. We express no opinion concerning, and assume no responsibility as to, laws or judicial decisions related to any US federal laws, rules or regulations, including but not limited to any US federal securities laws, rules or regulations, or any US state securities or “blue sky” laws, rules or regulations. | | AMSTERDAM ATLANTA AUSTIN BERLIN¬ BOCA RATON BOSTON CHARLOTTE CHICAGO DALLAS DELAWARE DENVER FORT LAUDERDALE HOUSTON LAS VEGAS LONDON* LONG ISLAND LOS ANGELES MEXICO CITY+ MIAMI MILAN** MINNEAPOLIS NEW JERSEY NEW YORK NORTHERN VIRGINIA ORANGE COUNTY ORLANDO PHILADELPHIA PHOENIX PORTLAND SACRAMENTO SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEOUL∞ SHANGHAI SILICON VALLEY SINGAPORE TALLAHASSEE TAMPA TEL AVIV^ TOKYO¤ WARSAW~ WASHINGTON, D.C. WESTCHESTER COUNTY WEST PALM BEACH |
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