24 September 2024

We have acted as legal counsel (advocaten) in The Netherlands to SCHMID Group N.V. of Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany (the "Company") for the purpose of, amongst other things, rendering a legal opinion (this "Opinion Letter") as to certain matters of Dutch corporate law with the filing of the Registration Statement on Form F-1 (the "Registration Statement") with the United States Securities and Exchange Commission ("SEC") covering (a) the legality of the issuance of all ordinary shares of the Company, (b) the legality of the issuance of all warrants of the Company and (c) the potential issuance of new ordinary shares of the Company upon the exercise of the warrants of the Company (the existing ordinary shares, the warrants and the new ordinary shares to be issued upon the exercise of the warrants constitute all securities which are to be registered through the Registration Statement). This opinion letter is rendered to you to be filed with the SEC as an exhibit to the Registration Statement.

For the purpose of issuing this Opinion Letter, we have reviewed only the documents and performed only the enquiries referred to in Schedule 1 (Documents and Enquiries).

We assume no responsibility for and have not investigated or verified: (i) any statements of fact or the reasonableness of any statements of opinion (including statements as to foreign law) contained in the Deeds of Issue and Registration Document, (ii) the appropriateness or accuracy of any disclosures made in the Deeds of Issue and Registration Document or (iii) the accuracy of any facts, representations or warranties set out in the Deeds of Issue and Registration Document (with the exception of those matters on which we have specifically and expressly given our opinion) or otherwise disclosed to us in the course of our review. To the extent that the accuracy of such facts, representations and warranties not so investigated or verified and of any facts stated in any of the other documents listed above (or orally confirmed) is relevant to the contents of this Opinion Letter, we have assumed, with your permission, that such facts, representations and warranties were true and accurate when made and remain true and accurate.

excluding, for the avoidance of doubt, any overseas nations forming part of the Kingdom of The Netherlands (such as Aruba, Curacao and St Maarten), any overseas special public bodies of the Kingdom of The Netherlands (such as Saba, St. Eustatius and Bonaire) and their respective laws and regulations.

This Opinion Letter is given on the basis of the assumptions set out in Schedule 2 (Assumptions) and is subject to the qualifications and reservations set out in Schedule 3 (Reservations). This Opinion Letter is strictly limited to the matters stated in paragraph 2 (Opinion) and does not extend to any other matters.

We are of the opinion that:

The Company is duly incorporated and is validly existing as a public company with limited liability (naamloze vennootschap) under the laws of The Netherlands.

The Existing Ordinary Shares have been validly issued, fully paid-up and are non-assessable.

The Warrants have been validly issued under the Warrants Agreement and are binding obligations of the Company under the law of the Netherlands.

Subject to receipt by the Company of payment in full for the Warrants Shares upon the exercise of the Warrants, and when issued and accepted in accordance with the Deeds of Issue and the Current Articles, the Warrants Shares shall be validly issued, fully paid and non-assessable.

This Opinion Letter:

This legal opinion is given subject to, and may only be relied upon on, the express condition that (i) Clifford Chance is the exclusive party issuing this legal opinion, (ii) any liability of individual persons or legal entities involved in the services provided by or on behalf of Clifford Chance is expressly excluded (uitgesloten), (iii) in respect of Dutch legal concepts, which are expressed in this legal opinion in English terms, the original Dutch terms shall prevail, (iv) this legal opinion shall be governed by, and construed in accordance with, Dutch law, and (v) all disputes arising from or in connection with this legal opinion must be submitted to the exclusive jurisdiction of, and will be exclusively decided by, the competent court in Amsterdam, the Netherlands, without prejudice to the right of appeal and appeal to the Supreme Court.

This legal opinion is strictly limited to the matters stated herein and may not be read by implication as extending to matters not specifically referred to and may only be relied upon in connection with transactions contemplated by the Registration Statement. We hereby consent to the filing of this legal opinion in connection with the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933 or the rules and regulations promulgated thereunder.

Any liability arising out of or in connection with this opinion letter shall be limited to the amount which is paid out under Clifford Chance LLP’s insurance policy in the matter concerned. No person other than Clifford Chance LLP may be held liable in connection with this opinion letter.

Han Teerink

(advocaat)

Clifford Chance LLP

SCHEDULE 1

DOCUMENTS AND ENQUIRIES

In arriving at the opinions expressed above, we have examined and relied upon the originals, photostatic, facsimile or electronically scanned copies of the following documents:

CORPORATE DOCUMENTS & EXTRACTS

REGISTRATION DOCUMENT

SCHEDULE 2
ASSUMPTIONS

For the purposes of paragraphs 1.1 up to and including 1.4 of this Schedule 2:

1.3.1  "sign" or "signed" means in relation to a document executed with an electronic signature, the process by which the signatory has applied (or arranged for the application of) such electronic signature to any such document; and

1.3.2  "electronic signature" means a signature in electronic form applied to any document that is intended by the signatory to take effect as their signature including without limitation an image of the signatory's handwritten signature, the typed name of the signatory, a signature generated by the signatory with a stylus on a touch pad or screen and any signature created by the signatory in accordance with the processes of an electronic signing platform.

REGULATORY COMPLIANCE

The Deeds of Issue are and/or will be for bona fide commercial reasons and any terms are bona fide arm's length commercial terms.

SCHEDULE 3
RESERVATIONS

Our opinion is subject to and limited by the provisions of (i) any applicable bankruptcy, insolvency, liquidation, reorganisation, moratorium and other similar laws of general application) relating to or affecting the rights and remedies of creditors (including the doctrine of voidable preference within the meaning of Section 42 et.seq. of the Dutch Bankruptcy Act (Faillissementswet), (ii) any reconstruction, arrangement, compromise, private restructuring plan or any court ordered stay period (afkoelingsperiode) which may come into force before or after the date of this Opinion Letter and (iii) any emergency or resolution measures that may be taken by the Dutch government, any of its agencies or any financial regulator under the Dutch Financial Relations Emergency Act (Noodwet Financieel Verkeer) or under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht; hereinafter, together with its subordinate and implementing decrees and regulations, the "FMSA");

furthermore, such principle of fairness and reasonableness may in the proper circumstances impose certain additional duties upon the parties concerned, notwithstanding any provision to the contrary.

All powers of attorney (volmachten) or mandates (lastgevingen) (including, but not limited to, powers of attorney or mandates expressed to be irrevocable) granted and all appointments of agents made by the Company, explicitly or by implication, will terminate by law and without notice upon the Company's bankruptcy (faillissement), will become ineffective upon a moratorium of payments (surseance van betaling) being imposed upon the company and, if the laws of The Netherlands are applicable, may be capable of being revoked by the Issuer.

No opinion is given (or may be inferred or implied) in this Opinion Letter on any real estate transfer tax (overdrachtsbelasting) that may become due by the Company or any holder of an Ordinary Share or a Public Warrant Shares in respect of or in connection with the execution or enforcement of the Deed Of Issue.

**

Exhibit 5.2

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September 24, 2024

SCHMID Group N.V.

Robert-Bosch-Str. 32-36 

72250 Freudenstadt, Germany

Re: Filing of the Registration Statement on Form F-1/A

Ladies and Gentlemen:

We have acted as special U.S. counsel to you, SCHMID Group N.V., a public limited company incorporated in the Netherlands (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form F-1 (the “Registration Statement”) and the related prospectus relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of (A) the issuance by the Company of its ordinary shares and (ii) up to 21,000,000 Ordinary Shares issuable upon the exercise of 21,000,000 private and public warrants (the "Warrants") to purchase Ordinary Shares of the Company, and (B) the offer and sale from time to time by the selling securityholders named in the Registration Statement (as defined below) or their permitted transferees of (i) (a) 35,975,890 Ordinary Shares that were issued on completion of the Company’s business combination and shortly thereafter as described in the Registration Statement, (b) up to 21,000,000 Ordinary Shares issuable upon exercise of the private and public warrants, (c) up to 9,750,000 private warrants not yet registered.

In rendering the opinion set forth below, we have assumed:

a.            the genuineness of all signatures;

b.            the legal capacity of natural persons;

c.            the authenticity of all documents submitted to us as originals;

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d.            the conformity to original documents of all documents submitted to us as duplicates or conformed copies;

e.            as to matters of fact, the truthfulness of the representations and warranties made or to be made (as applicable) by the parties to the Transaction Documents and the truthfulness of the representations made in certificates or comparable documents of public officials and officers of the Company;

f.            the Company (i) is duly incorporated and is validly existing and in good standing, (ii) has requisite legal status and legal capacity under the laws of the jurisdiction of its organization, (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its organization in connection with the transactions contemplated by, and the performance of its obligations under, the Warrant Agreement, and (iv) has the corporate power and authority to execute, deliver and perform all its obligations under the Warrant Agreement; and

g.          neither the execution and delivery by the Company of the Warrant Agreement nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Warrants (i) conflicts or will conflict with the Memorandum and Articles of Association of the Company, (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject, (iii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject, (iv) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the Opined-on Law (as defined below)), or (v) requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule, or regulation of any jurisdiction.

We have not independently established the validity of the foregoing assumptions.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Warrants, assuming the due authorization, execution and delivery of the Warrant Agreement and the Warrants by the Warrant Agent, constitute the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their terms, under the laws of the State of New York, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).This opinion is rendered as of the date hereof, and we disclaim any undertaking to advise you hereafter of developments hereafter occurring or coming to our attention, whether or not the same would (if now existing and known to us) cause any change or modification herein.

The opinions stated herein are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) public policy considerations which may limit the rights of parties to obtain certain remedies, (ii) any requirement that a claim with respect to any security denominated in other than U.S. dollars (or a judgment denominated in other than U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined in accordance with applicable law, (iii) any provision waiving the right to object to venue in any court; (v) any agreement to submit to the jurisdiction of any federal court; and (vi) governmental authority to limit, delay or prohibit the making of payments outside of the United States or in a foreign currency or currency unit.

This opinion is limited to the laws of the State of New York and the federal laws of the United States of America, and we are expressing no opinion with respect to the laws of any other jurisdiction

We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus forming part of the Registration Statement and any amendments thereto. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, and the rules and regulations of the Commission promulgated thereunder.