Common use of Assumptions Clause in Contracts

Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates and the Certificates of Good Standing. We have also relied upon the following assumptions, which we have not independently verified: 2.1 the Agreements have been or will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman Islands); 2.2 the Agreements are, or 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 the laws of the Cayman Islands); 2.3 the choice of the laws of the State of New York as the governing law of the Agreements has been 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 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); 2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals; 2.5 all signatures, initials and seals are genuine; 2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects; 2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Agreements; 2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof; 2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements; 2.10 there is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and 2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation thereto.

Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Director’s Certificate, the Company Register of Members, the Alibaba Register of Members, the Alibaba M&A and the Certificates Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified: 2.1 the Agreements The Opinion Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);. 2.2 the Agreements The Opinion Documents are, or 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 than, with respect to the Company, [JMY] and [JT], the laws of the Cayman Islands);. 2.3 The choice of Cayman Islands law as the governing law of the IPCo Promissory Note, the IPCo Asset Charge, the IPCo Legal Mortgage and the Legal Mortgage of IPCo Shares and the choice of the laws of the State of New York as the governing law of the Agreements has Framework Agreement have been 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 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);faith. 2.4 copy documents, Copy documents or conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;, and translations of documents provided to us are complete and accurate. 2.5 all All signatures, initials and seals are genuine;. 2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects; 2.7 the The power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreements;Transaction Documents. 2.7 Under all relevant laws (other than the laws of the Cayman Islands), including without prejudice to the generality of the foregoing, the governing law and the law of situs of the property subject to the security interests created pursuant to the IPCo Asset Charge (the “Secured IPCo Property”) the IPCo Asset Charge creates a valid fixed and floating charge over the Secured IPCo Property and any further steps required as a matter of all relevant laws (other than the laws of the Cayman Islands) to perfect such floating charge have been taken. 2.8 all conditions precedent contained in Immediately prior to the Agreements have been satisfied or duly waived and there has been no breach creation of the terms IPCo Legal Mortgage, the Company was the beneficial owner of the Agreements at shares which are the date hereof; 2.9 subject of the security interest created by the IPCo Legal Mortgage (the “Secured Alibaba Shares”), and no encumbrances or equities exist in respect of the Secured Alibaba Shares (other than arising by virtue of the laws of the Cayman Islands) and that there is no contractual or other prohibition (other than as may arise one arising by virtue of the laws of the Cayman Islands) binding on upon the Company preventing the Company from creating the security interest over the Secured Alibaba Shares pursuant to the IPCo Legal Mortgage. 2.9 Alibaba has not received a stop notice under Order 50 r.11 of the Grand Court Rules of the Cayman Islands in respect of the Secured Alibaba Shares. 2.10 Immediately prior to the creation of the Legal Mortgage of IPCo Shares, each of the Grantors was the beneficial owner of the shares which are the subject of the security interest created by the Legal Mortgage of IPCo Shares (the “Secured IPCo Shares”), and no encumbrances or on equities exist in respect of the Secured IPCo Shares (other than arising by virtue of the laws of the Cayman Islands) and that there is no contractual or other prohibition (other than arising by virtue of the laws of the Cayman Islands) binding upon either of the Grantors preventing them from creating the security interest over the Secured IPCo Shares pursuant to the Legal Mortgage of IPCo Shares. 2.11 The Secured IPCo Shares have been fully paid and are not subject to any other party prohibiting it from entering into and performing its obligations liens or rights of forfeiture under the Agreements;relevant articles of association and the Company has not received a stop notice under Order 50 r.11 of the Grand Court Rules of the Cayman Islands in respect of the Secured IPCo Shares. 2.10 there 2.12 We have been provided with complete and accurate copies of all minutes of meetings or written resolutions or consents of the shareholders and directors (or any committee thereof) of the Company (which were duly convened, passed and/or (as the case may be) signed and delivered in accordance with the Articles of Association of the Company) and the Certificate of Incorporation, Memorandum and Articles of Association (as adopted on incorporation and as subsequently amended) and statutory registers of the Company. 2.13 Payment obligations of the Company under the Framework Agreement are unsubordinated and undeferred as a contractual matter under the governing law of the Framework Agreement and the parties to the Framework Agreement do not subsequently agree to subordinate or defer their claims. 2.14 The [Alibaba] M&A as adopted by special resolution passed on 5 November 2007 on effective on 6 November 2007 remain in full force and effect and are unamended. 2.15 There is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and 2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation thereto.

Assumptions. The following opinion is opinions are given only as to, to and based on, on circumstances and matters of fact existing and known to us on at the date hereof and of which we are aware consequent upon the instructions we have received in relation to the matter the subject of this opinion. This opinion only relates and as to the laws of the Cayman Islands which as the same are in force on at the date of this opinionhereof. In giving this opinion opinion, we have relied (without further verification) upon the completeness and accuracy (and assumed the continuing completeness and accuracy as at the date hereof) of the Directors' Certificates Director’s Certificate and the Certificates Certificate of Good Standing. We Standing without further verification and have also relied upon the following assumptions, which we have not independently verified: 2.1 The Share Purchase Agreement, the Agreements Shareholders’ Agreement, the Right of First Refusal and Co-Sale Agreement, the Indemnification Agreement and the Escrow Agreement (together, the “Agreements”) have been or will be authorised and duly authorised, executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman IslandsCompany);. 2.2 the The Agreements are, or 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 or, in the case of the Escrow Agreement, the laws of Hong Kong and all other relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);. 2.3 The power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute and perform their respective obligations under the Agreements. 2.4 The choice of the laws of the State of New York or, in the case of the Escrow Agreement, the laws of Hong Kong as the governing law of the Agreements has been made by all parties 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 as a matter of the laws of the State of New York or the courts of Hong Kong as a matter of the laws of Hong Kong, as appropriate, and by all other courts under all other relevant laws (other than the laws of the Cayman Islands);. 2.4 copy documents, conformed copies 2.5 Copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals; 2.5 all signatures, initials and seals are genuine;. 2.6 The genuineness of all signatures and seals. 2.7 All conditions to the register of members valid adoption of the Company maintained at the registered office of the Company in the Cayman Islands is complete Restated M&A and accurate in all respects; 2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Agreements; 2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;. 2.9 there 2.8 There is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements; 2.10 . The following opinions are given only as to matters of Cayman Islands law and we have assumed that there is nothing under any other law (other than that would affect or vary the law of the Cayman Islands) which would or might affect the opinions hereinafter appearingfollowing opinions. Specifically, Specifically we have made no independent investigation of the laws of the State of New York; and 2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual York or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration Hong Kong and we offer no opinion in relation thereto.

Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates and the Certificates of Good StandingDirector’s Certificates. We have also relied upon the following assumptions, which we have not independently verified: 2.1 the Agreements have Charge of Shares has been or will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman Islands); 2.2 the Agreements are, or will be, Charge of Shares is legal, valid, binding and enforceable against all relevant parties in accordance with their its terms under the laws of the State of New York British Virgin Islands law and all other relevant laws (other than the laws of the Cayman Islands); 2.3 the choice of the laws of the State of New York Cayman Islands law as the governing law of the Agreements Charge of Shares has been 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 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)faith; 2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals; 2.5 all signatures, initials and seals are genuine; 2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects; 2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, deliver deliver, and perform their respective obligations under the AgreementsCharge of Shares; 2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof; 2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements; 2.10 2.7 there is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; andBritish Virgin Islands; 2.11 the issued shares 2.8 that no encumbrances or equities exist in the capital respect of the Company have been fully paid up shares of the Cayman Companies which are the subject of the Charge of Shares (the “Secured Shares”) (other than arising by virtue of the laws of the Cayman Islands) and that there are is no contractual or other obligations prohibition (other than as may arise one arising by virtue of the laws of the Cayman Islands) binding on upon the Company or any preventing the Company from creating the charge over the Secured Shares pursuant to the Charge of Shares; 2.9 the persons to whom such shares share certificates representing the Secured Shares have been issued to make any further payment or give further consideration in relation theretodeposited with the Chargee together with a signed but undated share transfer form, and a security power of attorney.

Assumptions. The following opinion is opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinionopinion letter. This opinion These opinions only relates relate to the laws of the Cayman Islands which are in force on the date of this opinionopinion letter. In giving this opinion the following opinions, we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Director’s Certificate and the Certificates Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified: 2.1 the Agreements have The Underwriting Agreement has been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);. 2.2 the Agreements areThe Underwriting Agreement is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their its terms under the laws of the State of New York (the “Relevant Law”) and all other relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);. 2.3 the The choice of the laws of the State of New York Relevant Law as the governing law of the Agreements Underwriting Agreement has been 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 (the “Relevant Jurisdiction”) and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of the State of New York Relevant Law and all other relevant laws (other than the laws of the Cayman Islands);. 2.4 copy Where the Underwriting Agreement has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered by all parties thereto in materially the same form as the last version provided to us and, where we have been provided with successive drafts of the Underwriting Agreement marked to show changes to a previous draft, all such changes have been accurately marked. 2.5 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;, and translations of documents provided to us are complete and accurate. 2.5 all 2.6 All signatures, initials and seals are genuine; 2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;. 2.7 the 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 of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreements;Underwriting Agreement. 2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof; 2.9 there There is no contractual or other prohibition or restriction (other than as may arise by virtue of the laws of the arising under Cayman IslandsIslands law) binding on the Company prohibiting or on any other party prohibiting restricting it from entering into and performing its obligations under the Agreements;Underwriting Agreement. 2.9 No monies paid to or for the account of any party under the Underwriting Agreement represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Law 2008, and the Terrorism Law (2011 Revision), respectively). 2.10 there There is nothing under any law (other than the law laws of the Cayman Islands) which would or might affect the opinions hereinafter appearingset out below. Specifically, we have made no independent investigation of the laws Relevant Law. 2.11 The Court Register constitutes a complete record of the State of New York; and 2.11 proceedings before the issued shares in Grand Court as at the capital time of the Company have been fully paid up and there Litigation Search (as those terms are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation theretodefined below).

Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Director's Certificate and the Certificates Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified: 2.1 the Agreements have The Transaction Document has been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);. 2.2 the Agreements areThe Transaction Document is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws law of the State of New York and all other relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);. 2.3 the The choice of the laws law of the State of New York as the governing law of the Agreements Transaction Document has been 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 jurisdictions (other than the Cayman Islands) as a matter of the laws law of the State of New York and all other relevant laws (other than the laws of the Cayman Islands);. 2.4 copy Copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;, and translations of documents provided to us are complete and accurate. 2.5 all All signatures, initials and seals are genuine;. 2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects; 2.7 the The power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreements;Transaction Document. 2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof; 2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements; 2.10 there 2.7 There is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws law of the State of New York; and 2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation thereto.

Assumptions. The following opinion is opinions are given only as to, to and based on, on circumstances and matters of fact existing and known to us on at the date hereof and of which we are aware consequent upon the instructions we have received in relation to the matter the subject of this opinion. This opinion only relates and as to the laws of the Cayman Islands which as the same are in force on at the date of this opinionhereof. In giving this opinion opinion, we have relied (without further verification) upon the completeness and accuracy (and assumed the continuing completeness and accuracy as at the date hereof) of the Directors' Certificates Director’s Certificate and the Certificates Certificate of Good Standing. We Standing without further verification and have also relied upon the following assumptions, which we have not independently verified: 2.1 The Share Purchase Agreement, the Agreements Shareholders’ Agreement and the Right of First Refusal and Co-Sale Agreement (together, the “Agreements”) have been or will be authorised and duly authorised, executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman IslandsCompany);. 2.2 the The Agreements are, or 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 than, with respect to the Company, the laws of the Cayman Islands);. 2.3 The power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute and perform their respective obligations under the Agreements. 2.4 The choice of the laws of the State of New York as the governing law of the Agreements has been made by all parties 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 as a matter of the laws of the State of New York and by all other courts under all other relevant laws (other than the laws of the Cayman Islands);. 2.4 copy documents, conformed copies 2.5 Copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals; 2.5 all signatures, initials and seals are genuine;. 2.6 The genuineness of all signatures and seals. 2.7 All conditions to the register of members valid adoption of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects; 2.7 the powerRestated M&A, authority and legal right of all parties under all relevant laws and regulations (other than, with respect changes to the Company, the laws of the Cayman Islands) to enter into, execute, deliver authorised share capital and perform their respective obligations under the Agreements; 2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;. 2.9 there 2.8 There is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements; 2.10 . The following opinions are given only as to matters of Cayman Islands law and we have assumed that there is nothing under any other law (other than that would affect or vary the law of the Cayman Islands) which would or might affect the opinions hereinafter appearingfollowing opinions. Specifically, Specifically we have made no independent investigation of the laws of the State of New York; and 2.11 the issued shares in the capital of the Company have been fully paid up York and there are we offer no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration opinion in relation thereto.

Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman British Virgin Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Registered Agent’s Certificate, the Certificate of Good Standing and the Certificates of Good StandingDirector’s Certificate. We have also relied upon the following assumptions, which we have not independently verified: 2.1 the Agreements Transaction Documents have been or will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman British Virgin Islands law) in accordance with all relevant laws (other than the laws of the Cayman British Virgin Islands); 2.2 the Agreements Transaction Documents and the Power of Attorney are, or 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 law and all other relevant laws (other than the laws of the Cayman British Virgin Islands); 2.3 the choice of the laws of the State of New York law as the governing law of the Agreements Transaction Documents and the Power of Attorney has been 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 such jurisdiction as a matter of the laws of the State of New York law and all other relevant laws (other than the laws of the Cayman British Virgin Islands); 2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals; 2.5 all signatures, initials and seals are genuine; 2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects; 2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman British Virgin Islands) to enter into, execute, deliver and perform their respective obligations under the AgreementsTransaction Documents; 2.8 2.7 the capacity, power and legal right under all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof; 2.9 there is no contractual or other prohibition relevant laws (other than as may arise by virtue of the laws of the Cayman British Virgin Islands) binding of the attorney-in-fact named in the Power of Attorney to act as attorney-in-fact on behalf of the Company; 2.8 there is nothing contained in the minute book or the corporate records of the Company (other than the Register of Mortgages) or on the Issuer (which we have not inspected for the purpose of this opinion, even where we hold such minute book or corporate records) which would or might affect the opinions hereinafter appearing. In particular, we have not reviewed the register of members of the Issuer and have assumed that the Company will, at the relevant time be duly registered as the holder of the requisite number of Relevant Shares in the register of members of the Issuer; 2.9 we have assumed that the Register of Mortgages does not omit any charge, mortgage or other party prohibiting it from entering into security interest or encumbrance over Relevant Shares in the Issuer held by the Company and, in particular that no entry has been made in the register of mortgages and performing its obligations under charges of any Company subsequent to the Agreements;certified copy, as provided to us, having been made; and 2.10 there is nothing under any law (other than the law of the Cayman British Virgin Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and 2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company York or any of the persons to whom such shares have been issued to make other jurisdiction where any further payment Company may conduct its business or give further consideration in relation theretobe deemed resident.

Assumptions. The following opinion is opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinionopinion letter. This opinion These opinions only relates relate to the laws of the Cayman Islands which are in force on the date of this opinionopinion letter. In giving this opinion the following opinions, we have relied (without further verification) upon the completeness and accuracy accuracy, as at the date of this opinion, of the Directors' Certificates General Partner’s Certificate and the Certificates of Good Standing. We have also relied upon the following assumptions, which we have not independently verified: 2.1 At all times that the Agreements have been Original General Partner acted as the general partner of the Partnership, the existence and good standing of the Original General Partner as a limited liability company incorporated or will be authorised established in the U.S. State of Delaware and duly executed the due authorisation, execution and delivered unconditional delivery of the Partnership Agreement by or on behalf of all the Original General Partner at the relevant parties (other than the Company time, as a matter of Cayman Islands law) in accordance with the law of the United States State of Delaware and all other relevant laws (other than the laws of the Cayman Islands);. 2.2 The Partnership Agreement and the Agreements areUnderwriting Agreement have been or, as the case may be, will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the General Partner and the Partnership, the laws of the Cayman Islands). 2.3 Save as mentioned in paragraph 1.6 above, the Partnership Agreement has not been otherwise amended, varied, waived or supplemented and each of the amendments and restatements of the Partnership Agreement referred to in paragraph 1.6 above were made in accordance with the amendment provisions of the Partnership Agreement (or otherwise with the consent of all the partners of the Partnership). 2.4 The Underwriting Agreement is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their its terms under the laws of the U.S. State of New York (the “Relevant Law”), and all other relevant laws (other than than, with respect to the General Partner and the Partnership, the laws of the Cayman Islands);. 2.3 the 2.5 The choice of the laws of the State of New York Relevant Law as the governing law of the Agreements Underwriting Agreement has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the U.S. State of New York (the “Relevant Jurisdiction”), and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of the State of New York Relevant Law and all other relevant laws (other than the laws of the Cayman Islands);. 2.4 copy 2.6 The choice of Cayman Islands law as the governing law of the Partnership Agreement has been made in good faith. 2.7 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;, and translations of documents provided to us are complete and accurate. 2.5 all 2.8 All signatures, initials and seals are genuine;. 2.6 2.9 Each party has the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects; 2.7 the capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the CompanyGeneral Partner and the Partnership, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreements;Partnership Agreement and the Underwriting Agreement. 2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof; 2.9 there 2.10 There is no contractual or other prohibition or restriction (other than as may arise by virtue of the laws of the arising under Cayman IslandsIslands law) binding on the Company Partnership or on any other party the General Partner prohibiting it or restricting each of them from entering into and performing its their obligations under the Agreements;Underwriting Agreement. 2.10 there 2.11 No monies paid to or for the account of any party under the Underwriting Agreement represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Law (2016 Revision) and the Terrorism Law (2015 Revision), respectively). 2.12 At all times the affairs of each of the Original General Partner, the General Partner and the Partnership have been conducted in accordance with the Partnership Agreement. 2.13 All necessary consents have been given, actions taken and conditions met or validly waived pursuant to the Partnership Agreement, the Stockholders Agreement and the Underwriting Agreement. 2.14 There is nothing under any law (other than the law laws of the Cayman Islands) which would or might affect the opinions hereinafter appearingset out below. Specifically, we have made no independent investigation of the laws of the State of New York; and 2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual Relevant Law or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on jurisdictions in which the Company Original General Partner or any the Limited Partners are registered or incorporated or established. 2.15 The Court Register constitutes a complete record of the persons to whom such shares have been issued to make any further payment or give further consideration in relation theretoproceedings before the Grand Court as at the time of the Litigation Search (as those terms are defined below).

Assumptions. The following opinion is only given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on at the date of this opinion. In giving this opinion opinion, we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates General Partner’s Certificate and the Certificates of Good Standing. We have also relied upon the following assumptions, which we have not independently verified: 2.1 The existence and good standing of the Agreements have been or will be authorised General Partner as a limited liability company under the laws of the State of Delaware and duly executed the due authorisation, execution and delivered unconditional delivery of (i) the Partnership Agreement by or the General Partner; and (ii) the Underwriting Agreement by the General Partner on behalf of all relevant parties (other than the Company Partnership, in each case as a matter of Cayman Islands law) in accordance with the laws of the State of Delaware and all other relevant laws (other than the laws of the Cayman Islands);. 2.2 The Partnership Agreement and the Agreements areUnderwriting Agreement have been authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, or will bewith respect to the General Partner and the Partnership, the laws of the Cayman Islands). 2.3 The Underwriting Agreement is 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 than, with respect to the Partnership, the laws of the Cayman Islands);. 2.3 the 2.4 The choice of the laws of the State of New York as the governing law of the Agreements Underwriting Agreement has been 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);. 2.4 copy 2.5 The choice of Cayman Islands law as the governing law of the Partnership Agreement has been made in good faith. 2.6 Copies of the documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;, and translations of documents provided to us are complete and accurate. 2.5 all 2.7 All signatures, initials and seals are genuine;. 2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects; 2.7 the 2.8 The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the CompanyGeneral Partner and the Partnership, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreements; 2.8 all conditions precedent contained in Partnership Agreement and the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;Underwriting Agreement. 2.9 there There is no contractual or other prohibition or restriction (other than as may arise by virtue of the laws of the arising under Cayman IslandsIslands law) binding on the Company Partnership or on any other party the General Partner prohibiting it or restricting each of them from entering into and performing its their obligations under the Agreements;Underwriting Agreement. 2.10 there No monies paid to or for the account of any party under the Underwriting Agreement represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Law 2008, and the Terrorism Law (2009 Revision), respectively). 2.11 At all times the affairs of each of the General Partner and the Partnership have been conducted in accordance with the Partnership Agreement. 2.12 All necessary consents have been given, actions taken and conditions met or validly waived pursuant to the Underwriting Agreement. 2.13 There is nothing under any law (other than the law laws of the Cayman Islands) which would or might affect the opinions hereinafter appearingset out below. Specifically, we have made no independent investigation of the laws of the State of New York; and 2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of , the laws of the Cayman Islands) binding on State of Delaware or the Company or any laws of the persons to whom such shares have been issued to make any further payment jurisdictions in which the General Partner and the Limited Partners are registered or give further consideration in relation theretoincorporated.

Assumptions. The following opinion is only given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on at the date of this opinion. In giving this opinion opinion, we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates General Partner’s Certificate and the Certificates of Good Standing. We have also relied upon the following assumptions, which we have not independently verified: 2.1 The existence and good standing of the Agreements have been or will be authorised General Partner as a limited liability company under the laws of the State of Delaware and duly executed the due authorisation, execution and delivered unconditional delivery of (i) the Partnership Agreement by or the General Partner; and (ii) the Underwriting Agreement by the General Partner on behalf of all relevant parties (other than the Company Partnership, in each case as a matter of Cayman Islands law) in accordance with the laws of the State of Delaware and all other relevant laws (other than the laws of the Cayman Islands);. 2.2 The Partnership Agreement and the Agreements areUnderwriting Agreement have been authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, or will bewith respect to the General Partner and the Partnership, the laws of the Cayman Islands). 2.3 The Underwriting Agreement is 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 than, with respect to the Partnership, the laws of the Cayman Islands);. 2.3 the 2.4 The choice of the laws of the State of New York as the governing law of the Agreements Underwriting Agreement has been 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);. 2.4 copy 2.5 The choice of Cayman Islands law as the governing law of the Partnership Agreement has been made in good faith. 2.6 Copies of the documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;, and translations of documents provided to us are complete and accurate. 2.5 all 2.7 All signatures, initials and seals are genuine;. 2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects; 2.7 the 2.8 The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the CompanyGeneral Partner and the Partnership, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreements; 2.8 all conditions precedent contained in Partnership Agreement and the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;Underwriting Agreement. 2.9 there There is no contractual or other prohibition or restriction (other than as may arise by virtue of the laws of the arising under Cayman IslandsIslands law) binding on the Company Partnership or on any other party the General Partner prohibiting it or restricting each of them from entering into and performing its their obligations under the Agreements;Underwriting Agreement. 2.10 there No monies paid to or for the account of any party under the Underwriting Agreement represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Law 2008, and the Terrorism Law (2011 Revision), respectively). 2.11 At all times the affairs of each of the General Partner and the Partnership have been conducted in accordance with the Partnership Agreement. 2.12 All necessary consents have been given, actions taken and conditions met or validly waived pursuant to the Underwriting Agreement. 2.13 There is nothing under any law (other than the law laws of the Cayman Islands) which would or might affect the opinions hereinafter appearingset out below. Specifically, we have made no independent investigation of the laws of the State of New York; and 2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of , the laws of the Cayman Islands) binding on State of Delaware or the Company or any laws of the persons to whom such shares have been issued to make any further payment jurisdictions in which the General Partner and the Limited Partners are registered or give further consideration in relation theretoincorporated.

Assumptions. The following opinion is opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinionopinion letter. This opinion These opinions only relates relate to the laws of the Cayman Islands which are in force on the date of this opinionopinion letter. In giving this opinion these opinions we have relied (without further verification) upon the completeness and accuracy accuracy, as at the date of this opinion letter, of the Directors' Certificates Certificate of Good Standing and the Certificates of Good StandingOfficer’s Certificate. We have also relied upon the following assumptions, which we have not independently verified: 2.1 Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the Agreements have been or will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than final forms of, the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman Islands);originals. 2.2 the Agreements All signatures, initials and seals are genuine. 2.3 The Notes are, or 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 (the “Relevant Law”) and all other relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands); 2.3 the choice of the laws of the State of New York as the governing law of the Agreements has been 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 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);. 2.4 copy documentsThe capacity, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals; 2.5 all signatures, initials and seals are genuine; 2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects; 2.7 the 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 Agreements;Notes. 2.8 all conditions precedent 2.5 There is nothing contained in the Agreements have been satisfied minute book or duly waived and there has been no breach corporate records of the terms of Company (which we have not inspected) which would or might affect the Agreements at the date hereof;opinions set out below. 2.9 there 2.6 There is no contractual or other prohibition or restriction (other than as may arise by virtue of the laws of the arising under Cayman IslandsIslands law) binding on the Company prohibiting or on any other party prohibiting restricting it from entering into and performing its obligations under the Agreements;Notes. 2.10 there 2.7 No monies paid to or for the account of any party under the Notes or any property received or disposed of by any party to the Notes in each case in connection with the Notes or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (2020 Revision) and the Terrorism Act (2018 Revision), respectively). 2.8 There is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearingset out below. Specifically, we have made no independent investigation of the Relevant Law. Based upon the foregoing assumptions and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that: 3.1 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. 3.2 The execution, issuance, delivery and performance of the Notes have been duly authorised by and on behalf of the Company, and when the Notes have been executed, issued and unconditionally delivered for and on behalf of the Company and authenticated in the manner set forth in the Indenture relating to such issue of Notes and delivered against due payment therefor pursuant to, and in accordance with, the terms of the Registration Statement and the Prospectus Supplement, the Notes will have been duly executed, issued and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms. 3.3 The statements under the caption “Taxation” in the prospectus forming part of the Registration Statement are accurate in so far as such statements are summaries of or relate to Cayman Islands law, and such statements constitute our opinion. The opinions expressed above are subject to the following qualifications: 4.1 The obligations assumed by the Company under the Notes will not necessarily be enforceable in all circumstances in accordance with their terms. In particular: (a) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors; (b) 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; (c) 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; (d) 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; (e) 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; (f) arrangements that constitute penalties will not be enforceable; (g) 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; (h) provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process; (i) the courts of the Cayman Islands may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Notes in matters where they determine that such proceedings may be tried in a more appropriate forum; (j) we reserve our opinion as to the enforceability of the relevant provisions of the Notes 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; and (k) 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 Notes whereby the Company covenants to restrict the exercise of powers specifically given to it under the Companies Act (2021 Revision) of the Cayman Islands, 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. 4.2 Applicable court fees will be payable in respect of the enforcement of the Notes. 4.3 To maintain the Company in good standing with the Registrar of Companies 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. 4.4 A certificate, determination, calculation or designation of any party to the Notes as to any matter provided therein might be held by a Cayman Islands court not to be conclusive final and binding if, for example, it could be shown to have an unreasonable or arbitrary basis, or in the event of manifest error. 4.5 The obligations of the Company may be subject to restrictions pursuant to United Nations sanctions as implemented under the laws of the Cayman Islands and/or restrictive measures adopted by the European Union Council for Common Foreign and Security Policy extended to the Cayman Islands by the Order of Her Majesty in Council. 4.6 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 Notes. We express no view as to the commercial terms of the Notes or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the Company. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder. Yours faithfully /s/ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (Hong Kong) LLP ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (Hong Kong) LLP Alibaba Group Holding Limited 26/F Tower One, Times Square ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Causeway Bay Hong Kong Ladies and Gentlemen: We have acted as counsel to Alibaba Group Holding Limited, an exempted company with limited liability under the law of the Cayman Islands (the “Company”) in connection with the Registration Statement on Form F-3 (File No. 333-252669) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of US$1,500,000,000 aggregate principal amount of 2.125% Notes due 2031, US$1,000,000,000 aggregate principal amount of 2.700% Notes due 2041, US$1,500,000,000 aggregate principal amount of 3.150% Notes due 2051 and US$1,000,000,000 aggregate principal amount of 3.250% Notes due 2061 (collectively, the “Securities”). The Securities will be issued under an indenture dated as of December 6, 2017 (the “Base Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), relating to the Notes, as supplemented by the Sixth Supplemental Indenture dated as of February 9, 2021 (the “Sixth Supplemental Indenture”) between the Company and the Trustee relating to the 2031 Notes, the Seventh Supplemental Indenture dated as of February 9, 2021 (the “Seventh Supplemental Indenture”) between the Company and the Trustee relating to the 2041 Notes, the Eighth Supplemental Indenture dated as of February 9, 2021 (the “Eighth Supplemental Indenture”) between the Company and the Trustee relating to the 2051 Notes, and the Ninth Supplemental Indenture dated as of February 9, 2021 (the “Ninth Supplemental Indenture,” and together with the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, and the Eighth Supplemental Indenture, the “Supplemental Indentures”, and each Supplemental Indenture, together with the Base Indenture, the “Indenture”) between the Company and the Trustee relating to the 2061 Notes. We have examined the Registration Statement, the Base Indenture (including the form of Security set forth therein), which is an exhibit to the Registration Statement, the Supplemental Indentures, the form of which has been filed as Exhibit 4.1 to the report on Form 6-K of the Company filed with the Commission in connection with the offer and sale of the Securities by the Company, a duplicate of the global notes representing the Securities, and the underwriting agreement, dated February 4, 2021 (the “Underwriting Agreement”), between the Company and the several underwriters named on Schedule A thereto. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee. We have assumed further that (1) the Company is validly existing and in good standing under the law of the Cayman Islands and has duly authorized, executed, issued and delivered , as applicable, the Indenture, the Securities and the Underwriting Agreement in accordance with its memorandum and articles of association and the law of the Cayman Islands, (2) the execution, delivery and performance by the Company of the Indenture, the Securities and the Underwriting Agreement do not and will not violate the law of the Cayman Islands or any other jurisdiction (except that no such assumption is made with respect to the law of the State of New York; and 2.11 ) and (3) the issued shares in execution, delivery and performance by the capital Company of the Indenture and the Securities do not and will not constitute a breach or violation of any agreement or instrument that is binding upon the Company or its memorandum and articles of association. Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that assuming (a) the taking of all necessary corporate action by the Board of Directors of the Company, a duly constituted and acting committee of such Board or duly authorized officers of the Company have been fully paid up (such Board of Directors, committee or authorized officers being hereinafter referred to as the “Company Authorizing Party”) to approve the issuance and there are no contractual or other obligations (other than as may arise by virtue terms of the laws Securities and the terms of the Cayman Islands) offering thereof so as not to violate any applicable law or agreement or instrument binding on the Company and (b) the due execution, authentication, issuance and delivery of the Securities, upon payment of the consideration therefor provided for in the Underwriting Agreement, and otherwise in accordance with the provisions of the Indenture and the Underwriting Agreement, the Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms. Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing and (iv) the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights. In connection with Section 15.13 of the Indenture whereby the parties submit to the jurisdiction of the courts of the United States of America in the State of New York, we note the limitations of 28 U.S.C. Sections 1331 and 1332 on subject matter jurisdiction of the U.S. federal courts. In connection with the provisions of Section 15.13 of the Indenture which relate to forum selection (including, without limitation, any waiver of any objection to venue or any objection that a court is an inconvenient forum), we note that under N.Y.C.P.L.R. Section 510 a New York State court may have discretion to transfer the place of the persons trial, and under 28 U.S.C. Section 1404 (a) a United States District Court has discretion to whom such shares have been issued transfer an action from one U.S. federal court to make any further payment or give further consideration in relation theretoanother.

Assumptions. The following opinion is opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinionopinion letter. This opinion These opinions only relates relate to the laws of the Cayman Islands which are in force on the date of this opinionopinion letter. In giving this opinion the following opinions, we have relied (without further verification) upon the completeness and accuracy accuracy, as at the date of this opinion, of the Directors' Certificates General Partner’s Certificate and the Certificates of Good Standing. We have also relied upon the following assumptions, which we have not independently verified: 2.1 At all times that the Agreements have been Original General Partner acted as the general partner of the Partnership, the existence and good standing of the Original General Partner as a limited liability company incorporated or will be authorised established in the U.S. State of Delaware and duly executed the due authorisation, execution and delivered unconditional delivery of the Partnership Agreement by or on behalf of all the Original General Partner at the relevant parties (other than the Company time, as a matter of Cayman Islands law) in accordance with the law of the United States State of Delaware and all other relevant laws (other than the laws of the Cayman Islands);. 2.2 The Partnership Agreement and the Agreements areUnderwriting Agreement have been or, as the case may be, will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the General Partner and the Partnership, the laws of the Cayman Islands). 2.3 Save as mentioned in paragraph 1.6 above, the Partnership Agreement has not been otherwise amended, varied, waived or supplemented and each of the amendments and restatements of the Partnership Agreement referred to in paragraph 1.6 above were made in accordance with the amendment provisions of the Partnership Agreement (or otherwise with the consent of all the partners of the Partnership). 2.4 The Underwriting Agreement is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their its terms under the laws of the U.S. State of New York (the “Relevant Law”), and all other relevant laws (other than than, with respect to the General Partner and the Partnership, the laws of the Cayman Islands);. 2.3 the 2.5 The choice of the laws of the State of New York Relevant Law as the governing law of the Agreements Underwriting Agreement has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the U.S. State of New York (the “Relevant Jurisdiction”), and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of the State of New York Relevant Law and all other relevant laws (other than the laws of the Cayman Islands);. 2.4 copy 2.6 The choice of Cayman Islands law as the governing law of the Partnership Agreement has been made in good faith. 2.7 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;, and translations of documents provided to us are complete and accurate. 2.5 all 2.8 All signatures, initials and seals are genuine;. 2.6 2.9 Each party has the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects; 2.7 the capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the CompanyGeneral Partner and the Partnership, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreements;Partnership Agreement and the Underwriting Agreement. 2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof; 2.9 there 2.10 There is no contractual or other prohibition or restriction (other than as may arise by virtue of the laws of the arising under Cayman IslandsIslands law) binding on the Company Partnership or on any other party the General Partner prohibiting it or restricting each of them from entering into and performing its their obligations under the Agreements;Underwriting Agreement. 2.10 there 2.11 No monies paid to or for the account of any party under the Underwriting Agreement represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Law (2016 Revision) and the Terrorism Law (2015 Revision), respectively). 2.12 At all times the affairs of each of the Original General Partner, the General Partner and the Partnership have been conducted in accordance with the Partnership Agreement. 2.13 All necessary consents have been given, actions taken and conditions met or validly waived pursuant to the Partnership Agreement, the Stockholders Agreement and the Underwriting Agreement. 2.14 There is nothing under any law (other than the law laws of the Cayman Islands) which would or might affect the opinions hereinafter appearingset out below. Specifically, we have made no independent investigation of the laws of the State of New York; and 2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual Relevant Law or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on jurisdictions in which the Company Original General Partner or any the Limited Partners are registered or incorporated or established. 2.15 The Court Register constitutes a complete record of the persons to whom such shares have been issued to make any further payment or give further consideration in relation theretoproceedings before the Grand Court as at the time of the Litigation Search (as those terms are defined below).

Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied assumed (without further verification) upon the completeness and accuracy of the Directors' Certificates Registered Agent’s Certificate and the Certificates of Good StandingDirector’s Certificate. We have also relied upon the following assumptions, which we have not independently verified: 2.1 the Agreements The Transaction Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties (other than parties, including the Company as a matter of Cayman British Virgin Islands law) , in accordance with all relevant laws (other than laws, including the laws of the Cayman British Virgin Islands);. 2.2 the Agreements are, or will be, The Transaction Documents are legal, valid, binding and enforceable against all relevant parties in accordance with their respective terms under the laws of the Cayman Islands and the State of New York (the “Governing Laws”) and all other relevant laws (other than the laws of the Cayman British Virgin Islands);. 2.3 the The choice of the Governing Laws as the governing laws of the State of New York as the governing law of the Agreements Transaction Documents has been 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 as a matter of Cayman Islands and the laws courts of the State of New York and any other relevant jurisdiction (other than the British Virgin Islands) as a matter of the Governing Law and all other relevant laws (other than the laws of the Cayman British Virgin Islands);. 2.4 copy Copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;. 2.5 all All signatures, initials and seals are genuine;. 2.6 The accuracy and completeness of all factual representations expressed in or implied by the register of members documents we have examined. 2.7 That all public records of the Company maintained which we have examined are accurate and that the information disclosed by the searches which we conducted against the Company at the registered office Registry of Corporate Affairs and the Company in the Cayman Islands High Court Registry is true and complete and accurate in all respects;that such information has not since then been altered and that such searches did not fail to disclose any information which had been delivered for registration but did not appear on the public records at the date of our searches. 2.7 the 2.8 The power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman British Virgin Islands) to enter into, execute, deliver and perform their respective obligations under the Agreements; 2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof;Transaction Documents. 2.9 there is no contractual or Under the Governing Laws and all other prohibition relevant laws (other than as may arise by virtue of the laws of the Cayman British Virgin Islands) binding on including, without prejudice to the Company generality of the foregoing, the governing law and law of situs of the property subject to the security interests created pursuant to the Transaction Documents (the “Secured Property”), the Charge over Shares creates a valid security interest over the Secured Property, any steps required as a matter of the Governing Laws or on any other party prohibiting it from entering into relevant laws (other than the laws of the British Virgin Islands) to perfect such security interest or to regulate its ranking in point of priority have been taken and performing its obligations under there are no prior encumbrances or interests over the Agreements;Secured Property. 2.10 there There is nothing under any law (other than the law of the Cayman British Virgin Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the Cayman Islands or the laws of the State of New York; and 2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation thereto.

Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Director’s Certificate and the Certificates Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified: 2.1 the Agreements The Transaction Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);. 2.2 the Agreements The Transaction Documents are, or 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 (“New York”) and all other relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);. 2.3 the The choice of the laws of the State of New York law as the governing law of the Agreements Transaction Documents has been 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 law and all other relevant laws (other than the laws of the Cayman Islands);. 2.4 copy Copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;. 2.5 all All signatures, initials and seals are genuine;. 2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects; 2.7 the The power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreements;Transaction Documents. 2.8 all conditions precedent 2.7 There is nothing contained in the Agreements have been satisfied minute book or duly waived and there has been no breach corporate records of the terms of Company (which we have not inspected) which would or might affect the Agreements at the date hereof;opinions hereinafter appearing. 2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements; 2.10 there 2.8 There is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and 2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation thereto.

Assumptions. The following opinion is opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinionopinion letter. This opinion These opinions only relates relate to the laws of the Cayman Islands which are in force on the date of this opinionopinion letter. In giving this opinion the following opinions, we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Director’s Certificate and the Certificates Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified: 2.1 the Agreements have The Underwriting Agreement has been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);. 2.2 the Agreements areThe Underwriting Agreement is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their its terms under the laws of the State of New York (the “Relevant Law”) and all other relevant laws (other than than, with respect to the Company, the laws of the Cayman Islands);. 2.3 the The choice of the laws of the State of New York Relevant Law as the governing law of the Agreements Underwriting Agreement has been 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 (the “Relevant Jurisdiction”) and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of the State of New York Relevant Law and all other relevant laws (other than the laws of the Cayman Islands);. 2.4 copy Where the Underwriting Agreement has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered by all parties thereto in materially the same form as the last version provided to us and, where we have been provided with successive drafts of the Underwriting Agreement marked to show changes to a previous draft, all such changes have been accurately marked. 2.5 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;, and translations of documents provided to us are complete and accurate. 2.5 all 2.6 All signatures, initials and seals are genuine; 2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects;. 2.7 the 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 of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Agreements;Underwriting Agreement. 2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof; 2.9 there There is no contractual or other prohibition or restriction (other than as may arise by virtue of the laws of the arising under Cayman IslandsIslands law) binding on the Company prohibiting or on any other party prohibiting restricting it from entering into and performing its obligations under the Agreements;Underwriting Agreement. 2.9 No monies paid to or for the account of any party under the Underwriting Agreement represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Law 2008, and the Terrorism Law (2009 Revision), respectively). 2.10 there There is nothing under any law (other than the law laws of the Cayman Islands) which would or might affect the opinions hereinafter appearingset out below. Specifically, we have made no independent investigation of the laws Relevant Law. 2.11 The Court Register constitutes a complete record of the State of New York; and 2.11 proceedings before the issued shares in Grand Court as at the capital time of the Company have been fully paid up and there Litigation Search (as those terms are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation theretodefined below).

Assumptions. The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Directors' Certificates Director's Certificate and the Certificates Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified: 2.1 the Agreements Transaction Documents have been or will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman Islands); 2.2 the Agreements Transaction Documents are, or 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 the laws of the Cayman Islands); 2.3 the choice of the laws of the State of New York as the governing law of the Agreements Transaction Documents has been 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 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); 2.4 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals; 2.5 all signatures, initials and seals are genuine; 2.6 the register of members of the Company maintained at the registered office of the Company in the Cayman Islands is complete and accurate in all respects; 2.7 the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, than the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Agreements;Transaction Documents; and 2.8 all conditions precedent contained in the Agreements have been satisfied or duly waived and there has been no breach of the terms of the Agreements at the date hereof; 2.9 there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Agreements; 2.10 2.7 there is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York; and 2.11 the issued shares in the capital of the Company have been fully paid up and there are no contractual or other obligations (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or any of the persons to whom such shares have been issued to make any further payment or give further consideration in relation thereto.