Common use of Limitations and Qualifications Clause in Contracts

Limitations and Qualifications. The foregoing opinion is subject to the following comments and qualifications: 1. Our opinions are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, preference, equitable subordination, moratorium and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights. Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law. 2. The opinion set forth in D.6 above is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, case law and Internal Revenue Service rulings or pronouncements as they exist on the date of this opinion. These authorities are all subject to change and such change may be made with retroactive effect. We can give no assurance that after any such change, this opinion would not be different. Moreover, this opinion is not binding on the Internal Revenue Service or the courts. 3. We undertake no responsibility to update or supplement this opinion. 4. In expressing the opinions set forth in paragraph D.5 above, we note that, despite any waivers contained in the Underwriting Agreement, a court of the State of New York or a U.S. federal court has the power to transfer or dismiss an action on the grounds that the court is an inconvenient forum for that action. We note that effective enforcement of a foreign currency claim in the courts of the State of New York may be limited by requirements that the claim (or a foreign currency judgment in respect of a claim), or a claim with respect to any guarantee of the claim, be converted into U.S. dollars at the rate of exchange prevailing on the date of the judgment or decree by the New York court or U.S. federal court. This opinion is given for the sole benefit of the Underwriters and may not be disclosed to any other person, nor relied upon by any other person or for any other purpose, nor is it to be quoted or made public in any way without our prior written consent. * * * * * * To ensure compliance with requirements imposed by the Internal Revenue Service, we inform you that the U.S. federal tax advice contained in this opinion letter (1) was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal tax-related penalties under the United States Internal Revenue Code of 1986, as amended, and (2) was written to support the promotion or marketing of the Shares. Taxpayers should seek the advice of their own independent tax advisors based on their own particular circumstances. Yours faithfully, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc Deutsche Bank AG, London Branch ▇.▇. ▇▇▇▇▇▇ Securities Ltd. ▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Overy LLP ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ Tel +▇ ▇▇▇ ▇▇▇ ▇▇▇▇ Fax +▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ Acting severally on behalf of themselves and as Representatives of the several Underwriters February [·], 2011 0042338-0000490 NY:10829198.6 Ladies and Gentlemen: We have acted as special counsel to AEGON N.V., a limited liability public company incorporated under the laws of the Netherlands (the Company), on matters of New York and United States federal law in connection with the offer and sale of [·] common shares, par value EUR 0.12 per share (the Shares). We are furnishing this letter to you pursuant to Section 5(e) of the underwriting agreement dated February 24, 2011 (the Underwriting Agreement) between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc, Deutsche Bank AG, London Branch and ▇.▇. ▇▇▇▇▇▇ Securities Ltd., as representatives of the Underwriters named in Schedule II therein, and the Company. This letter deals with our involvement in the preparation of (i) the registration statement of the Company on Form F-3 (No. 333-150786) filed with the Commission on May 9, 2008, and the exhibits thereto (including the documents incorporated or deemed to be incorporated by reference therein), which registration statement became immediately effective on filing pursuant to Rule 462(e) of the Securities Act (the Registration Statement); (ii) the base prospectus dated May 9, 2008 (the Basic Prospectus) filed with the Commission as part of the Registration Statement; (iii) the preliminary prospectus supplement dated February 24, 2011 in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Shares (the Preliminary Prospectus Supplement); and (iv) the prospectus supplement of the Company dated February [·], 2011 (the Prospectus Supplement) in the form filed with the Commission on February [·], 2011 pursuant to Rule 424 under the Securities Act specifically relating to the Shares. The Basic Prospectus and the Preliminary Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein), together with the public offering price per Share and the number of Shares set forth on the cover page of the Prospectus, are hereinafter referred to as the Time of Sale Prospectus. The Basic Prospectus and the Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) that is in the form filed pursuant to Rule 424(b) of the Securities Act (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) are hereinafter together referred to as the Prospectus. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Underwriting Agreement. We have participated with the Underwriters and the Company in meetings and telephone conversations with representatives of the Underwriters, representatives of the Company, representatives of the Company’s external auditors and representatives of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as legal advisers to the Underwriters during which the contents of the Registration Statement, the Time of Sale Prospectus and Prospectus were discussed. Although we have made certain inquiries and investigations in connection with the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus, the limitations inherent in the role of outside counsel are such that we cannot and do not assume responsibility for the accuracy, completeness or fairness of the statements made in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except insofar as such statements relate to us, and except to the extent expressly set forth in paragraph D.6 of our opinion letter separately delivered to you today, and in the first sentence of paragraph 14 and paragraph 15 of the opinion letter of the Amsterdam office of ▇▇▇▇▇ & Overy LLP separately delivered to you today. We have not participated in the preparation of any documents incorporated by reference into the Registration Statement, the Time of Sale Prospectus or the Prospectus and we have not engaged in any independent check or verification of the contents of the Registration Statement, the Time of Sale Prospectus or the Prospectus, except as noted in the immediately preceding sentence. Subject to the foregoing, we hereby advise you that (i) each document filed pursuant to the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and incorporated by reference in the Time of Sale Prospectus and the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, as to which we do not express any view), when so filed, appeared to be appropriately responsive on its face in all material respects to the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; and (ii) each part of the Registration Statement, when such part became effective, and the Prospectus, as of the date thereof and hereof (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, as to which we do not express any view), appeared to be appropriately responsive on its face in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Further, we hereby advise you that our work in connection with this matter did not disclose any information that gave us reason to believe that (i) any part of the Registration Statement (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, as to which we do not express any view), insofar as it relates to the offering of the Shares, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus, insofar as it relates to the offering of the Shares, as of the Time of Sale (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, as to which we do not express any view) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) as of the date hereof or the date of the Prospectus, the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, as to which we do not express any view), insofar as it relates to the offering of the Shares, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading. We are furnishing this letter to you solely for your benefit in connection with the offering of the Securities. Without limiting the foregoing, this letter is not to be used, circulated, quoted or otherwise referred to for any other purpose. We undertake no responsibility to update or supplement this letter. Yours faithfully, (1) Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, the Underwriting Agreement has been duly executed and delivered by the Company. (2) Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, under the laws of the State of New York relating to personal jurisdiction, the Company has, pursuant to Section 15(a) of the Underwriting Agreement, validly and irrevocably submitted to the non exclusive personal jurisdiction of any state or United States federal court sitting in The City of New York, New York (each a “New York Court”) in any action arising out of or relating to the Underwriting Agreement or the transactions contemplated thereby, has validly and irrevocably waived to the fullest extent it may effectively do so any objection to the venue of a proceeding in any such New York Court, and has validly and irrevocably appointed the Authorized Agent as its authorized agent for the purpose described in Section 15(b) thereof; and service of process effected on such agent in the manner set forth in Section 15(b) thereof will be effective to confer valid personal jurisdiction on the Company. We have considered the statements included in the Prospectus under the caption “Underwriting” insofar as they summarize provisions of the Underwriting Agreement. In our opinion, such statements fairly summarize these provisions in all material respects. On the basis of the information gained in the course of the performance of the services rendered above, but without independent check or verification except as stated above: (i) the Registration Statement and the Prospectus appear on their face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations of the Commission thereunder; and (ii) nothing has come to our attention that causes us to believe that, insofar as relevant to the offering of the Shares: (a) on the date of the Underwriting Agreement, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) at the Time of Sale, the Disclosure Package contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) the Prospectus as of the date of the Underwriting Agreement or as of the date hereof contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (a) the Company has been duly incorporated and is validly existing under the laws of the Netherlands as a public limited company (naamloze vennootschap); (b) the Company has the necessary corporate capacity and power to enter into the Underwriting Agreement and to exercise its rights and perform its obligations thereunder; (c) all corporate and other action required to be taken by the Company to approve or authorise the execution of the Underwriting Agreement by it or on its behalf and the performance of its obligations thereunder has been duly taken; (d) the Underwriting Agreement has been duly executed on behalf of the Company; (e) the Newly Issued Shares when issued and paid for in accordance with the Articles of Association and the Underwriting Agreement will have been validly issued and fully paid; (f) any statutory pre-emptive rights (voorkeursrechten) and pre-emptive rights under the Articles of Association in relation to the offer of the Newly Issued Shares have been validly excluded; (g) the execution and delivery of the Underwriting Agreement does not conflict with or result in a violation of any provision of the Articles of Association or any provision of any applicable law or regulation, or case law (published in printed form) of the courts, of the Netherlands; (h) it is not necessary under the laws of the Netherlands to ensure the validity, enforceability or performance of the obligations of the Company under the Underwriting Agreement, or to make the Underwriting Agreement admissible in evidence, or to permit the Company to enter into any transaction contemplated by the Underwriting Agreement or to make any payment under the Underwriting Agreement, that (i) any approvals, consents, licences, authorisations or exemptions be obtained from any governmental authority or any court or fiscal, monetary or regulatory body in the Netherlands; or (ii) the Underwriting Agreement or any particulars thereof be filed, registered, recorded or notarised with, in or by any such body or any competent authority, official registry or register in the Netherlands, save for (i) to the extent applicable, compliance by the Company with the reporting requirements under the Act on financial foreign relations of 25 March 1994 (Wet financiële betrekkingen buitenland 1994); (ii) registration requirements with the competent Trade Register and (iii) compliance by the Company with the reporting requirements under the Financial Markets Supervision Act (Wet op het financieel toezicht) (although non-compliance with such reporting requirements would not affect the enforceability of the obligations of the Company under the Underwriting Agreement); (i) the choice of the laws of the State of New York to govern the Underwriting Agreement is valid and binding upon the Company and will be recognised and upheld by the courts of the Netherlands; (j) the submission by the Company in the Underwriting Agreement to the non-exclusive jurisdiction of the court of any New York State or United States Federal court sitting in The City

Limitations and Qualifications. The foregoing opinion is subject to the following comments and qualifications: 1. Our opinions are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, preference, equitable subordination, moratorium and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights. Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law. 2. The opinion set forth in D.6 above is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, case law and Internal Revenue Service rulings or pronouncements as they exist on the date of this opinion. These authorities are all subject to change and such change may be made with retroactive effect. We can give no assurance that after any such change, this opinion would not be different. Moreover, this opinion is not binding on the Internal Revenue Service or the courts. 3. We undertake no responsibility to update or supplement this opinion. 4. In expressing the opinions set forth in paragraph D.5 D.S above, we note that, despite any waivers contained in the Underwriting Agreement, a court of the State of New York or a U.S. federal court has the power to transfer or dismiss an action on the grounds that the court is an inconvenient forum for that action. We note that effective enforcement of a foreign currency claim in the courts of the State of New York may be limited by requirements that the claim (or a foreign currency judgment in respect of a claim), or a claim with respect to any guarantee of the claim, be converted into U.S. dollars at the rate of exchange prevailing on the date of the judgment or decree by the New York court or U.S. federal court. This opinion is given for the sole benefit of the Underwriters and may not be disclosed to any other person, nor relied upon by any other person or for any other purposeperson. Without limiting the foregoing, nor is it this opinion may not be disclosed, quoted, referred to be quoted or made public in any way without our prior written consent. * * * * * * To ensure compliance with requirements imposed express consent save: (a) as required by the Internal Revenue Servicelaw, we inform court order or regulatory authority; (b) to your insurers in respect of any claim or potential claim against you; or (c) as required for evidence in court or similar proceedings to which you that the U.S. federal tax advice contained in this opinion letter (1) was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. federal tax-related penalties under the United States Internal Revenue Code of 1986, as amended, and (2) was written to support the promotion or marketing of the Shares. Taxpayers should seek the advice of their own independent tax advisors based on their own particular circumstancesare a party. Yours faithfully, ▇.▇. ▇▇▇▇▇▇ Securities Ltd. ABN AMRO Bank N.V. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc Deutsche Bank AG, London Branch c/o ▇.▇. ▇▇▇▇▇▇ Securities Ltd. ▇/▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Overy LLP ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ Tel +▇ ▇▇▇ ▇▇▇ ▇▇▇▇ Fax +▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ Acting severally on behalf of themselves and as Representatives of the several Underwriters February [·], 2011 0042338-0000490 NY:10829198.6 Ladies and Gentlemen: We have acted as special counsel to AEGON N.V., a limited liability public company incorporated under the laws of the Netherlands (the “Company”), on matters of New York and United States federal Federal law in connection with the offer and sale of [·] common shares190,476,191 shares of Common Stock, par value EUR 0.12 per share (the Shares)share. We are furnishing this letter to you pursuant to Section 5(e) of the underwriting agreement dated February 24August 13, 2011 2009 (the “Underwriting Agreement) between ”), among ▇.▇. ▇▇▇▇▇▇ Securities Limited, ABN AMRO Bank N.V. and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc, Deutsche Bank AG, London Branch and ▇.▇. ▇▇▇▇▇▇ Securities Ltd., as representatives of representatives, and the other Underwriters named in Schedule II therein, therein and the Company. This letter deals with our involvement in the preparation of (i) the registration statement of the Company on Form F-3 (No. 333-150786) filed with the Commission on May 9, 2008, and the exhibits thereto 2008 (including the documents incorporated or deemed to be incorporated by reference therein), ) which registration statement became immediately effective on filing pursuant to Rule 462(e) of the Securities Act (the Registration Statement)Act; (ii) the base prospectus dated May 9, 2008 (the “Basic Prospectus”) filed with the Commission as part of the Registration Statement; (iii) the preliminary prospectus supplement dated February 24August 13, 2011 2009 in the form filed with the Commission pursuant to Rule 424 under the Securities Act specifically relating to the Shares Securities (the “Preliminary Prospectus Supplement”); and (iv) the prospectus supplement of the Company dated February [·]August 17, 2011 (the Prospectus Supplement) 2009 in the form filed with the Commission on February [·], 2011 pursuant to Rule 424 under the Securities Act specifically relating to the Shares. The Basic Prospectus and Prospectus, the Preliminary Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein), ) are together with the public offering price per Share and the number of Shares set forth on the cover page of the Prospectus, are hereinafter referred to as the “Time of Sale Prospectus”. The Basic Prospectus and the Prospectus Supplement (including the documents incorporated or deemed to be incorporated by reference therein) that is in the form filed pursuant to Rule 424(b) of the Securities Act (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) are hereinafter together referred to as the “Prospectus”. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Underwriting Agreement. We have participated with the Underwriters and the Company in meetings and telephone conversations with representatives of the Underwriters, representatives of the Company, representatives of the Company’s external auditors and representatives of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as legal advisers to the Underwriters during which the contents of the Registration Statement, the Time of Sale Prospectus and Prospectus were discussed. Although we have made certain inquiries and investigations in connection with the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus, the limitations inherent in the role of outside counsel are such that we cannot and do not assume responsibility for the accuracy, completeness or fairness of the statements made in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except insofar as such statements relate to us, and except to the extent expressly set forth in paragraph D.6 of our opinion letter separately delivered to you today, and in the first sentence of paragraph 14 and paragraph 15 of the opinion letter of the Amsterdam office of ▇▇▇▇▇ & Overy LLP separately delivered to you today. We have not participated in the preparation of any documents incorporated by reference into the Registration Statement, the Time of Sale Prospectus or the Prospectus and we have not engaged in any independent check or verification of the contents of the Registration Statement, the Time of Sale Prospectus or the Prospectus, except as noted in the immediately preceding sentence. Subject to the foregoing, we hereby advise you that (i) each document document, if any, filed pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in the Time of Sale Prospectus and the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, as to which we do not express any view), when so filed, appeared complied as to be appropriately responsive on its face form in all material respects to with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; and (ii) each part of the Registration Statement, when such part became effective, and the Prospectus, as of the date thereof and hereof (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, as to which we do not express any view), appeared complied as to be appropriately responsive on its face form in all material respects to with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Further, we hereby advise you that our work in connection with this matter did not disclose any information that gave us reason to believe that (i) any part of the Registration Statement (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, as to which we do not express any view), insofar as it relates to the offering of the Shares, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus, insofar as it relates to the offering of the Shares, as of the Time of Sale (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, as to which we do not express any view) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) as of the date hereof or the date of the Prospectus, the Prospectus (except for the information of an accounting, financial or statistical nature included therein or omitted therefrom, as to which we do not express any view), insofar as it relates to the offering of the Shares, ) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading. We are furnishing this letter to you solely for your benefit in connection with the offering of the SecuritiesShares. Without limiting the foregoing, this letter is not to be used, circulated, quoted or otherwise referred to for any other purposepurpose save that it may be disclosed: (a) as required by law, court order or regulatory authority; (b) to your insurers in respect of any claim or potential claim against you; or (c) as required for evidence in court or similar proceedings to which you are a party. We undertake no responsibility to update or supplement this letter. Yours faithfully,, ABN AMRO Bank N.V. J.P. ▇▇▇▇▇▇ Securities Ltd. ▇▇▇▇▇▇▇ ▇▇▇▇▇ International c/o ▇.▇. ▇▇▇▇▇▇ Securities Ltd. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Acting severally and on behalf of themselves and as Representatives of the several Underwriters Ladies and Gentlemen: We have acted as special United States counsel for you and the other several underwriters (the “Underwriters”) named in Schedule II to the Underwriting Agreement dated August 13, 2009 (the “Underwriting Agreement”) with AEGON N.V., a limited liability company organized under the laws of The Netherlands (the “Company”), under which you and such other Underwriters have severally agreed to purchase from the Company an aggregate of 190,476,191 shares (the “Shares”) of its common stock, par value EUR 0.12 per share (“Common Stock”). The Shares will consist of newly issued shares of Common Stock and shares of Common Stock held as treasury shares. We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion. We have reviewed the registration statement of the Company on Form F-3 (File No. 333-150786) other than the documents incorporated by reference therein (the “Incorporated Documents”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the provisions of the Securities Act of 1933, as amended (the “Act”), relating to the registration of securities (the “Shelf Securities”) (including shares of Common Stock) to be issued from time to time by the Company and have participated in the preparation of the preliminary prospectus supplement relating to the offers of Shares dated August 13, 2009 (the “Preliminary Prospectus Supplement”) and the prospectus supplement relating to the offer of Shares dated August 13, 2009, (the “Prospectus Supplement”). The shelf registration statement became effective under the Act upon the filing of the registration statement with the Commission on May 9, 2008 pursuant to Rule 462(e). The registration statement at the date of the Underwriting Agreement, including the Incorporated Documents and the information deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is hereinafter referred to as the “Registration Statement”, and the related prospectus (including the Incorporated Documents) dated May 9, 2008 relating to the Shelf Securities is hereinafter referred to as the “Basic Prospectus”. The Basic Prospectus, as supplemented by the Preliminary Prospectus Supplement, together with the public offering price per share and the number of Shares set forth on the cover page of the Prospectus are hereinafter called the “Disclosure Package”. The Basic Prospectus, as supplemented by the Prospectus Supplement, in the form first used to confirm sales of the Shares or in the form first made available by the Company to the Underwriters to meet requests of purchasers of the Shares pursuant to Rule 173 under the Act, is hereinafter referred to as the “Prospectus”. We have assumed the conformity of the documents filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”), except for required ▇▇▇▇▇ formatting changes, to physical copies of the documents delivered to the Underwriters and submitted for our examination. Capitalized terms used but not otherwise defined herein are used as defined in the Underwriting Agreement. Based upon the foregoing, we are of the opinion that: (1) Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, the Underwriting Agreement has been duly executed and delivered by the Company. (2) Assuming that the Underwriting Agreement has been duly authorized, executed and delivered by the Company insofar as Dutch law is concerned, under the laws of the State of New York relating to personal jurisdiction, the Company has, pursuant to Section 15(a) of the Underwriting Agreement, validly and irrevocably submitted to the non exclusive personal jurisdiction of any state or United States federal court sitting in The City of New York, New York (each a “New York Court”) in any action arising out of or relating to the Underwriting Agreement or the transactions contemplated thereby, has validly and irrevocably waived to the fullest extent it may effectively do so any objection to the venue of a proceeding in any such New York Court, and has validly and irrevocably appointed the Authorized Agent as its authorized agent for the purpose described in Section 15(b) thereof; and service of process effected on such agent in the manner set forth in Section 15(b) thereof will be effective to confer valid personal jurisdiction on the Company. We have considered the statements included in the Prospectus under the caption “Underwriting” insofar as they summarize provisions of the Underwriting Agreement. In our opinion, such statements fairly summarize these provisions in all material respects. On the basis of the information gained in the course of the performance of the services rendered above, but without independent check or verification except as stated above: (i) the Registration Statement and the Prospectus appear on their face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations of the Commission thereunder; and (ii) nothing has come to our attention that causes us to believe that, insofar as relevant to the offering of the Shares: (a) on the date of the Underwriting Agreement, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) at the Time of Sale, the Disclosure Package contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) the Prospectus as of the date of the Underwriting Agreement or as of the date hereof contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (a) the Company has been duly incorporated and is validly existing under the laws of the Netherlands as a public limited company (naamloze vennootschap); (b) the Company has the necessary corporate capacity and power to enter into the Underwriting Agreement and to exercise its rights and perform its obligations thereunder; (c) all corporate and other action required to be taken by the Company to approve or authorise the execution of the Underwriting Agreement by it or on its behalf and the performance of its obligations thereunder has been duly taken; (d) the Underwriting Agreement has been duly executed on behalf of the Company; (e) the Newly Issued Shares when issued and paid for in accordance with the Articles of Association and the Underwriting Agreement will have been validly issued and fully paid; (f) any statutory pre-emptive rights (voorkeursrechten) and pre-emptive rights under the Articles of Association in relation to the offer of the Newly Issued Shares have been validly excluded; (g) the execution and delivery of the Underwriting Agreement does not conflict with or result in a violation of any provision of the Articles of Association or any provision of any applicable law or regulation, or case law (published in printed form) of the courts, of the Netherlands; (h) it is not necessary under the laws of the Netherlands to ensure the validity, enforceability or performance of the obligations of the Company under the Underwriting Agreement, or to make the Underwriting Agreement admissible in evidence, or to permit the Company to enter into any transaction contemplated by the Underwriting Agreement or to make any payment under the Underwriting Agreement, that (i) any approvals, consents, licences, authorisations or exemptions be obtained from any governmental authority or any court or fiscal, monetary or regulatory body in the Netherlands; or (ii) the Underwriting Agreement or any particulars thereof be filed, registered, recorded or notarised with, in or by any such body or any competent authority, official registry or register in the Netherlands, save for (i) to the extent applicable, compliance by the Company with the reporting requirements under the Act on financial foreign relations of 25 March 1994 (Wet financiële betrekkingen buitenland 1994); (ii) registration requirements with the competent Trade Register and (iii) compliance by the Company with the reporting requirements under the Financial Markets Supervision Act (Wet op het financieel toezicht) (although non-compliance with such reporting requirements would not affect the enforceability of the obligations of the Company under the Underwriting Agreement); (i) the choice of the laws of the State of New York to govern the Underwriting Agreement is valid and binding upon the Company and will be recognised and upheld by the courts of the Netherlands; (j) the submission by the Company in the Underwriting Agreement to the non-exclusive jurisdiction of the court of any New York State or United States Federal court sitting in The City