Harney Westwood & Riegels LP Craigmuir Chambers  PO Box 71, Road Town Tortola VG1110, British Virgin Islands  Tel: +1 284 494 2233 Fax: +1 284 494 3547

10 March 2023

george.weston@harneys.com

+1 284 852 4333

054709.0001-GYW/JKK

SEALSQ Corp.

Avenue Louis-Casaï 58

1216 Cointrin

Switzerland

Dear SEALSQ Corp.

SEALSQ Corp., Company No 2095496 (the Company)

We are lawyers qualified to practise in the British Virgin Islands and have been asked to provide this legal opinion to you with regard to the laws of the British Virgin Islands in relation to the Company and the Transaction Documents (as defined in Schedule 1) being entered into by the Company. Capitalised terms defined in the Transaction Documents shall have the same meanings when used in this opinion, unless otherwise indicated.

For the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1). We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.

In giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not verified.

Based solely upon the foregoing examinations and assumptions and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the British Virgin Islands:

1 Existence and Good Standing.

1.1 The Company is a company duly incorporated with limited liability, and is validly existing and in good standing under the laws of the British Virgin Islands. It is a separate legal entity and is subject to suit in its own name. The Company is registered under the BVI Business Companies Act 2004 (the Companies Act).

A list of partners is available for inspection at our offices. Bermuda legal services provided through an association with Zuill & Co. Anguilla | Bermuda | British Virgin Islands Cayman Islands | Cyprus | Hong Kong | London  Montevideo | Shanghai | Singapore | Vancouver www.harneys.com

2 Capacity and Power.

2.1 The execution and delivery of the Transaction Documents by the Company and the performance of its obligations thereunder are within the corporate capacity and power of the Company and have been duly authorised and approved by all necessary corporate action of the Company.

2.2 The Company has the requisite corporate power and capacity to carry on its business as currently conducted and to own, lease and operate its property and assets as described in the Registration Statement.

3 Shares and Warrants.

3.1 The transfer, by way of a distribution in kind, of approximately 20% of the Company’s outstanding ordinary shares of US$0.01 par value per share (Ordinary Shares), by the Company’s sole shareholder, WISeKey International Holding AG (WISeKey), to its Class B shareholders, on the terms and subject to the conditions contained in the Transaction Documents, has been duly authorised and approved by all necessary corporate action of the Company. The Ordinary Shares, to be distributed by WISeKey as contemplated by the Registration Statement, have been validly issued, fully paid and are non-assessable.

3.2 The Transaction Documents and the obligations of the Company thereunder will be treated by the courts of the British Virgin Islands as the legally binding and valid obligations of the Company, enforceable in accordance with their terms.

4 Income Tax.

4.1 Pursuant to the Act, notwithstanding any provision of the BVI Income Tax Act (Cap 206):

(a) the Company;

(b) all dividends, interest, rents, royalties, compensations and other amounts paid by the Company to persons who are not persons resident in the British Virgin Islands; and

(c) capital gains realised with respect to any shares, debt obligations or other securities of the Company by persons who are not persons resident in the British Virgin Islands,

are exempt from British Virgin Islands income tax.

5 Stamp Duty.

5.1 Pursuant to the Act, notwithstanding any provision of the Stamp Act (Cap 212):

(a) all instruments relating to transfers of property to or by the Company;

(b) all instruments relating to transactions in respect of the shares, debt obligations or other securities of the Company; and

(c) all instruments relating to other transactions relating to the business of the Company,

are exempt from British Virgin Islands stamp duty provided that the Company does not hold (directly or indirectly) any real estate in the British Virgin Islands.

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5.2 If the Company holds real estate in the British Virgin Islands, directly or indirectly, then:

(a) any transactions relating to shares issued by the Company; and

(b) any transfers of real estate in the British Virgin Islands by the Company,

will be subject to ad valorem British Virgin Islands stamp duty.

6 Estate Taxes.

6.1 No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not persons resident in the British Virgin Islands with respect to any shares, debt obligations or other securities of the Company.

7 Capital Gains Taxes.

7.1 There is at present no capital gains tax imposed under the laws of the British Virgin Islands.

8 Payroll Tax.

8.1 If the Company has any employees or deemed employees within the British Virgin Islands, then it will be subject to payroll taxes on remuneration and benefits paid to such persons under the Payroll Taxes Act 2004.

9 Goods and Services Taxes.

9.1 There is no value added tax, trade tax or sales tax in the British Virgin Islands.

10 Transfer Taxes.

10.1 There is no applicable transfer tax in relation to the acquisition or sale of real estate outside of the British Virgin Islands by the Company under British Virgin Islands law. The acquisition or sale of real estate within the British Virgin Islands would be subject to ad valorem stamp duty in relation to the instrument of transfer.

11 Annual Licence Fees.

11.1 Although not characterised as a tax under British Virgin Islands law, the Company is liable to pay to the government a fixed annual corporate license fee. In relation to the Company this is presently US$450 per annum.

12 Searches.

12.1 No court proceedings pending against the Company are indicated by our searches of the British Virgin Islands High Court Registry referred to at paragraph 4 of Schedule 1.

12.2 On the basis of our searches of the British Virgin Islands Registry of Corporate Affairs and the British Virgin Islands High Court Registry referred to at paragraphs 3 and 4 of Schedule 1, no currently valid order or resolution for liquidation of the Company and no current notice of appointment of a receiver over the Company or any of its assets appears on the records maintained in respect of the Company at the Registry of Corporate Affairs.

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This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the British Virgin Islands as they are in force and applied by the British Virgin Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. We express no opinion as to matters of fact. Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in the Transaction Documents. We express no opinion with respect to the commercial terms of the transactions the subject of this opinion.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your British Virgin Island counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder. This opinion may not be used or relied upon for any other purpose.

Yours faithfully

Harney Westwood & Riegels LP

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Schedule 1 

List of Documents and Records Examined

1 a copy of the certificate of incorporation and memorandum and articles of association of the Company obtained from the BVI Registry of Corporate Affairs on 28 February 2023, which our searches dated 9 March 2023 indicated were not subsequently amended;

2 the records and information certified by Harneys Corporate Services Limited, the registered agent of the Company, on 28 February 2023 of the statutory documents and records maintained by the Company at its registered office (the Registered Agent’s Certificate);

3 the public records of the Company on file and available for inspection at the Registry of Corporate Affairs, Road Town, Tortola, British Virgin Islands on 9 March 2023;

4 the records of proceedings on file with, and available for inspection on 9 March 2023 at the High Court of Justice, British Virgin Islands in respect of the Company;

5 copies of resolutions of the board of directors of the Company, dated 1 January 2023 and 28 February 2023 and shareholder resolutions, dated 10 March 2023, approving the Company’s entry into, and authorising the execution and delivery by, the Company of the Transaction Documents (the Resolutions);

(1 - 5 above are the Corporate Documents), and

6 copies of the Transaction Documents consisting of the following;

(a) Registration Statement on Form F-1 (the Registration Statement); and

(b) a subscription agreement entered into between the Company and WISeKey dated 1 January 2023,

(the Transaction Documents).

The Corporate Documents and the Transaction Documents are collectively referred to in this opinion as the Documents.

Schedule 2 

Assumptions

1 Validity under Foreign Laws. That:

(a) each party to the Transaction Documents (other than the Company) has the necessary capacity, power and authority to enter into the Transaction Documents and perform its obligations thereunder, and each such party has duly executed the Transaction Documents as applicable;

(b) the Transaction Documents will constitute valid, legally binding and enforceable obligations of each of the parties thereto under the laws of the state of New York by which law it is expressed to be governed;

(c) all formalities required under the laws of the state of New York and any other applicable laws (other than the laws of the British Virgin Islands) have been complied with; and

(d) no other matters arising under any foreign law will affect the views expressed in this opinion.

2 Choice of Laws. The choice of the laws of the state of New York selected to govern the Transaction Documents has been made in good faith and will be regarded as a valid and binding selection which will be upheld in the courts of that jurisdiction and all other relevant jurisdictions (other than the British Virgin Islands) and the entry into and performance of the Transaction Documents will not cause any of the parties thereto to be in breach of any agreement or undertaking.

3 Directors. The board of directors of the Company considers the execution of the Transaction Documents and the transactions contemplated thereby to be in the best interests of the Company and no director has a financial interest in or other relationship to a party or the transactions contemplated by the Transaction Documents which has not been properly disclosed in the Resolutions.

4 Bona Fide Transaction. No disposition of property effected by the Transaction Documents is made for an improper purpose or wilfully to defeat an obligation owed to a creditor.

5 Solvency. The Company was on the date of execution of the Transaction Documents able to pay its debts as they fall due, and entering into the Transaction Documents will not cause the Company to become unable to pay its debts as they fall due.

6 Authenticity of Documents. All original Documents are authentic, all signatures, initials and seals are genuine, all copies of Documents are true and correct copies and the Transaction Documents conform in every material respect to the latest drafts of the same produced to us and, where the Transaction Documents have been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated.

7 Corporate Documents. All matters required by law to be recorded in the Corporate Documents are so recorded, and all corporate minutes, resolutions, certificates, documents and records which we have reviewed are accurate and complete, and all facts expressed in or implied thereby are accurate and complete, and the information recorded in the Registered Agent’s Certificate was accurate as at the date of the passing of the Resolutions.

8 Resolutions. The Resolutions remain in full force and effect, and the Resolutions are an accurate record of the relevant meetings and are factually accurate as to notice and quorum.

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9 Stamp Duty. The Company does not own (directly or indirectly) an interest in land in the British Virgin Islands.

10 No Steps to Wind-up. The directors and shareholders of the Company have not taken any steps to appoint a liquidator of the Company and no receiver has been appointed over any of the Company’s property or assets.

11 No Steps to Redomicile. The directors and shareholders of the Company have not taken any steps to redomicile or continue the existence of the Company under the laws of a jurisdiction outside the British Virgin Islands.

12 Unseen Documents. Save for the Documents provided to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions envisaged in the Documents.

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Schedule 3 

Qualifications

1 Enforceability. The term enforceable as used above means that the obligations assumed by the Company under the relevant instrument are of a type which the courts of the British Virgin Islands enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

(a) Insolvency. Rights and obligations may be limited by bankruptcy, insolvency, liquidation, winding-up, reorganisation, moratorium, readjustment of debts, arrangements and other similar laws of general application affecting the rights of creditors.

(b) Limitation Periods. Claims under the Transaction Documents may become barred under the Limitation Act 1961 relating to the limitation of actions in the British Virgin Islands or may be or become subject to defences of set-off, estoppel or counterclaim.

(c) Equitable Rights and Remedies. Equitable rights may be defeated by a bona fide purchaser for value without notice. Equitable remedies such as injunctions and orders for specific performance are discretionary and will not normally be available where damages are considered an adequate remedy.

(d) Fair Dealing. Strict legal rights may be qualified by doctrines of good faith and fair dealing - for example a certificate or calculation as to any matter might be held by a British Virgin Islands court not to be conclusive if it could be shown to have an unreasonable or arbitrary basis, or in the event of manifest error.

(e) Prevention of Enforcement. Enforcement may be prevented by reason of fraud, coercion, duress, undue influence, unreasonable restraint of trade, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts.

(f) Penal Provisions. Provisions, for example, for the payment of additional interest in certain circumstances, may be unenforceable to the extent a court of the British Virgin Islands determines such provisions to be penal.

(g) Currency. A British Virgin Islands court retains a discretion to denominate any judgment in US dollars.

(h) Confidentiality. Provisions imposing confidentiality obligations may be overridden by the requirements of legal process.

(i) Award of costs. In principle the courts of the British Virgin Islands will award costs and disbursements in litigation in accordance with the relevant contractual provisions but there remains some uncertainty as to the way in which the rules of the High Court will be applied in practice.

(j) Inappropriate Forum. The courts of the British Virgin Islands may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Transaction Documents in matters where they determine such proceedings may be tried in a more appropriate forum.

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(k) Financial Services Business. An agreement made by a person in the course of carrying on unlicensed financial services business is unenforceable against the other party to the agreement under section 50F of the Financial Services Commission Act 2001.

2 Public Records. Records reviewed by us may not be complete for various reasons. In particular, you should note that:

(a) in special circumstances the court may order the sealing of the court record, which would mean that a record of the court action would not appear on the High Court register;

(b) failure to file notice of appointment of a receiver with the Registry of Corporate Affairs does not invalidate the receivership but merely gives rise to penalties on the part of the receiver;

(c) a liquidator of a British Virgin Islands company has 14 days after their appointment within which they must file notice of their appointment at the Registry of Corporate Affairs; and

(d) although amendments to the memorandum and articles of association of a company are normally effective from the date of registration with the Registry of Corporate Affairs, it is possible for a British Virgin Islands court to order that they be treated as being effective from an earlier date, and searches would not reveal the amendments until the court order was subsequently filed,

and accordingly our searches would not indicate such issues.

3 Severability. The courts in the British Virgin Islands will determine in their discretion whether or not an illegal or unenforceable provision may be severed.

4 Several Remedies. In certain circumstances provisions in the Transaction Documents that:

(a) the election of a particular remedy does not preclude recourse to one or more others, or

(b) delay or failure to exercise a right or remedy will not operate as a waiver of any such right or remedy,

may not be enforceable.

5 Foreign Statutes. We express no opinion in relation to provisions making reference to foreign statutes in the Transaction Documents.

6 Amendment. A British Virgin Islands court would not treat as definitive a statement in a contract that it could only be amended or waived in writing but would be able to consider all the facts of the case particularly where consideration had passed to determine whether a verbal amendment or waiver had been effected and if it found that it had such verbal amendment or waiver would be deemed to have also amended the stated requirement for a written agreement.

7 Good Standing. To maintain the Company in good standing under the laws of the British Virgin Islands, annual licence fees must be paid to the Registrar of Corporate Affairs.

8 Conflict of Laws. An expression of an opinion on a matter of British Virgin Islands law in relation to a particular issue in this opinion should not necessarily be construed to imply that the British Virgin Islands courts would treat British Virgin Islands law as the proper law to determine that issue under its conflict of laws rules.

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9 Sanctions. The obligations of the Company may be subject to restrictions pursuant to United Nations and European Union sanctions as implemented under the laws of the British Virgin Islands.

10 Economic Substance. We have undertaken no enquiry and express no view as to the compliance of the Company with the Economic Substance (Companies and Limited Partnerships) Act 2018 or its reporting obligations under the Beneficial Ownership Secure Search System Act 2017.

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