LETTER FROM COUNSEL

House 13 Phase 2 Glory Estate, Jabi, Abuja

info@lawchambers.example 0800 000 0000www.lawchambers.example

Our Ref: LO/FP/03 Your Ref

24th March, 2015.

To: Meridian Microfinance of South Dear Sirs:

RE: LEGAL OPINION IN RESPECT OF FOREIGN PARTICIPATION IN BUSINESS OPTION

We have been instructed to give an opinion as to the participation of foreigners in the business of the country as provided under Companies and Allied Matters Act 2004. This opinion is confined to matters of foreign participation only and shall not extend to other domestic issues on companies.

We have assumed that:

• the company has the requisite capacity and corporate power to execute, deliver and perform its obligations under the law where is formed; and
• the memorandum of association of the company are legal, valid, binding and enforceable under South African law.
• The name of the company does not breach any patent right.

Subject to the above, we are of the opinion that under the Companies and Allied Matters Act:

• A Corporate Affairs Commission will register the company having complied with its procedure for registration;
• The Nigerian Investment Promotion Commission will register, encourage and give succor to such company
• The registration and participation will make the company to function properly and entitle it to possible incentives

This opinion is given for your sole benefit and may not be disclosed or relied upon by any other person without our prior written consent.

Yours faithfully,

Adebayo Okonkwo

FOR: Yakubu & CO