Introduction

We have acted as Luxembourg legal advisers to Delimobil Holding S.A., a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, having its registered office at 10, rue C.M. Spoo, L-2546 Luxembourg (Grand Duchy of Luxembourg), and registered with the Luxembourg Register of Commerce and Companies (the RCS) under number B250892 (the Company) in relation to the filing of a registration statement on Form F-1, as amended (Registration No. 333--260138) (the Registration Statement) filed with the US Securities and Exchange Commission on the date hereof for the purpose of the Unites States Securities Act of 1933, as amended, relating to the offering of 20,000,000 American Depositary Shares (the ADS) representing 40,000,000 ordinary shares of the Company with a par value of EUR 0.01 per share (which number may be increased if the underwriters exercise their option to purchase additional ADSs from the Company) (the Shares).

We have been instructed to deliver this opinion (the Opinion) to the Addressee pursuant to the Registration Statement in respect of the matters referred to in Section 4 (Opinions) below.

We have taken instructions from the Company. The delivery of this Opinion to any other person to whom a copy of this Opinion may be communicated does not evidence the existence of any such advisory duty on our behalf to such person.

Scope of Inquiry

a copy of the articles of association of the Company, as enacted and restated in the notarial deed dated 8 June 2021 drawn up by Maître Jacques CASTEL notary residing in Capellen, Grand Duchy of Luxembourg (the Articles);

a copy of an excerpt pertaining to the Company delivered by the RCS, dated 25 October 2021 (the Excerpt); and

a negative certificate (certificat négatif) issued by the RCS in respect of Company dated 25 Octobe] 2021 stating that on the day immediately prior to the date of issuance of the negative certificate, there were no records at the RCS of any court order regarding, amongst others, a (i) bankruptcy adjudication against Company, (ii) reprieve from payment (sursis de paiement), (iii) controlled management (gestion contrôlée) or (iv) composition with creditors (concordat préventif de faillite) (the Negative Certificate and together with the Articles and the Excerpt, the Documents).

Assumptions

the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies;

the Articles are in full force and effect and have not been amended, rescinded, revoked or declared null and void;

the information contained in the Excerpt and in the Negative Certificate is true and accurate at the date of this Opinion Letter;

that the Articles will be amended and restated (the Amended Articles) in order to, among other things, create an authorised share capital (the Authorised Share Capital) as set forth in a notarial deed of the Company to be passed prior to the date of issuance of the Shares (the Issuance Date);

that the issuance of the Shares will be made out of the Authorized Share Capital pursuant to resolutions to be taken by the board of directors of the Company on or about the Issuance Date (the Share Capital Increase) conditional to the Shares being fully paid-up;

that the Share Capital Increase will be recorded within one month in a notarial deed of acknowledgement acknowledging the Share Capital Increase;

that the corporate records (including the shareholder’s register of the Company) will have been duly updated in order to reflect the Share Capital Increase; and

all factual matters and statements relied upon or assumed in this Opinion are and were true and complete.

Opinions

Corporate existence

Shares

Qualifications

The opinions expressed above are subject to the following qualifications:

Corporate documents may not be available at the RCS and the clerk’s office of the Luxembourg district court forthwith upon their execution and filing and there may be a delay in the filing and publication of the documents or notices related thereto. We express no opinion as to the consequences of any failure by the Company to comply with its filing and publication obligations pursuant to the Luxembourg Companies Law or other Luxembourg laws applicable to commercial companies generally.

We express no opinion as to whether the Registration Statement is accurate, true, correct, complete or not misleading. In particular, and without limitation to the foregoing, we express no opinion on whether the Registration Statement provides sufficient information for investors to reach an informed assessment of the Company, any companies within the Company’s consolidation perimeter and the Shares.

Miscellaneous

This Opinion is as of this date and is given on the basis of the laws of Luxembourg in effect and as published, construed and applied by the Luxembourg courts, as of such date. We undertake no obligation to update it or to advise of any changes in such laws or their construction or application after such date. We express no opinion, nor do we imply any opinion, as to any laws other than the laws of Luxembourg.

This Opinion is strictly limited to the matters expressly stated in section 4 (Opinions) of this Opinion. No other opinion is, or may be, implied or inferred therefrom.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.