Form F-1/A Lilium N.V.

a)

the genuineness of the signatures on the Documents, the authenticity and completeness of the Documents submitted to us as originals, the conformity to the original documents of any Documents submitted to us as drafts, (electronic or hard) copies or translations and the authenticity and completeness of the original documents;

b)

that each party to the Deeds of Issue and any deeds of issue in relation to the Legacy ESOP Shares, the Converted Warrant Claim Shares and the Azul Warrant Shares (other than the Company) is duly incorporated and validly existing and has the power and capacity to enter into the Deeds of Issue and any deeds of issue in relation to the Legacy ESOP Shares, the Converted Warrant Claim Shares and the Azul Warrant Shares to which it is a party, and to exercise its rights and to perform its obligations thereunder;

c)

that the Deeds of Issue have been duly authorised and executed by and on behalf of each party thereto (other than the Company) under any applicable law;

d)

that the Power of Attorney validly authorises Michael Andersen to enter into and execute the JSOP Deed of Issue on behalf of the Company;

e)

that (1) the Power of Attorney has not terminated or been amended or revoked and the Power of Attorney is in full force and effect, and (2) any foreign law which may be applied under the Hague Convention on the law applicable to agency of 14 March 1978 does not affect the authority pursuant to the Power of Attorney;

f)

that (1) the Corporate Resolutions have been duly signed and have not been and will not be nullified, revoked or amended and (2) the Extract and the Corporate Resolutions accurately and completely reflect the matters purported to be confirmed or evidenced thereby;

g)

that on 14 September 2021 the management board of the Company has resolved to issue the JSOP Shares and to exclude the pre-emptive rights in relation to the issuance of the JSOP Shares based on the designation by the shareholder of the Company pursuant to the Shareholder's Resolutions, which assumption is supported by a confirmation received from an officer of the Company, although not constituting conclusive evidence thereof;

h)

that the authorised share capital (maatschappelijk kapitaal) of the Company allows for the issue of the Shares from time to time;

i)

that the issue price for the PIPE Shares has been paid in full in cash and has been received by the Company in accordance with the provisions of the PIPE Deed of Issue;

j)

that the SPAC Deed of Issue has become effective not sooner than at 0:00:01 on the second business day following the day of the execution of the Shareholder's Resolutions;

k)

that the liquidation proceedings and subsequent liquidating distributions by Queen Cayman Merger LLC has commenced;

l)

that the issue price for the Qell Shares has been paid in full in kind in accordance with the SPAC Deed of Issue and has been received by the Company in accordance with the provisions of the SPAC Deed of Issue;

m)

that the Company has entered into the Board Agreements (as defined in the Shareholder's Resolutions);

n)

that the issue price for the Lilium Legacy Shares has been paid in full in kind in accordance with the Lilium Legacy Deed of Issue and has been received by the Company in accordance with the provisions of the Lilium Legacy Deed of Issue;

o)

that the issue price for the eVTOL Shares has been paid in full in kind in accordance with the eVTOL Deed of Issue and has been received by the Company in accordance with the provisions of the eVTOL Deed of Issue;

p)

that the issue price for the JSOP Shares has been paid in full in cash and has been received by the Company in accordance with the provisions of the JSOP Deed of Issue;

q)

that the issue price for the Class B Shares has been paid in full in kind in accordance with the Class B Deed of Issue and has been received by the Company in accordance with the provisions of the Class B Deed of Issue;

r)

that the Warrant Agreements duly comply with all matters of, and is valid, binding and enforceable under, any applicable law (other than Dutch law) and in any jurisdiction (other than the Netherlands) in which any obligation under the Warrant Agreements is to be performed;

s)

that obligations under the Warrant Agreements that are to be performed in any jurisdiction outside the Netherlands will not be illegal or contrary to public policy under the laws of such jurisdiction;

t)

that no acquiror of the Shares is subject to, controlled by or otherwise connected with a person, organisation or country which is subject to United Nations, European Union or Dutch sanctions implemented or effective in The Netherlands under or pursuant to the Sanction Act 1977 (Sanctiewet 1977), the Economic Offences Act (Wet economische delicten), the General Customs Act (Algemene Douanewet) or Regulations of the European Union; and

u)

that any foreign law which may apply with respect to the issue of the Shares or the Warrant Agreements does not affect this legal opinion.

1

The PIPE Shares, the Qell Shares, the Lilium Legacy Shares, the eVTOL Shares and the JSOP Shares have been validly issued and fully-paid and are non-assessable.

2

Upon the occurrence of a Conversion Event or a Shares B Compulsory Conversion Event (both as defined in the Articles of Association), the Conversion Shares will have been validly issued and fully-paid and will be non-assessable.

3

Upon exercise of the options in accordance with the Legacy ESOP (as defined in the Shareholder's Resolutions) and the due execution of a deed of issue by the parties thereto in respect of the Legacy ESOP Shares between the relevant Legacy Option Holder and the Company and the payment in full in cash of the issue price of the Legacy ESOP Shares and receipt thereof by the Company, the Legacy ESOP Shares will have been validly issued and fully-paid and will be non-assessable.

4

Upon exercise of the Qell Warrants in accordance with the Qell Warrant Agreement and the due execution of a deed of issue by the parties thereto in respect of the Converted Warrant Claim Shares between the relevant warrant holder and the Company and the payment in full in cash of the issue price of the Converted Warrant Claim Shares and receipt thereof by the Company, the Converted Warrant Claim Shares will have been validly issued and fully-paid and will be non-assessable.

5

Upon exercise of the Azul Warrants in accordance with the Azul Warrant Agreement and the due execution of a deed of issue by the parties thereto in respect of the Azul Warrant Shares between the relevant warrant holder and the Company and the payment in full in cash of the issue price of the Azul Warrant Shares and receipt thereof by the Company, the Azul Warrant Shares will have been validly issued and fully-paid and will be non-assessable.

6

On the face of the Warrant Agreements and subject to the express reservation that we are not qualified to assess the exact meaning of the terms of the Warrant Agreements since they are not governed by Dutch law, we are not aware of any rule of Dutch law which would prevent the Warrant Agreements from constituting legal, valid and binding obligations of the Company, enforceable in accordance with its terms.

(A)

Our opinions expressed herein are subject to and limited by applicable Dutch or foreign bankruptcy, suspension of payment, insolvency, reorganisation and other laws relating to or affecting the rights of creditors or secured creditors generally.

(B)

The term "non-assessable" as used in this legal opinion means that the holder of a Share will not by reason of merely being such holder, be subject to assessment of calls by the Company or its creditors for further payment on such Share.

(C)

The term "enforceable" used in the opinions in relation to the Warrant Agreements means that the obligations assumed by the relevant party under the relevant document are of a type which the Dutch courts generally enforce and does not mean that those obligations will be necessarily enforced in accordance with their terms under all circumstances. In particular, the availability in the Dutch courts of remedies, such as injunction and specific performance is at the discretion of the Dutch courts. The enforcement in the Netherlands of the Warrant Agreements is subject to the Dutch rules of civil procedure as applied by the Dutch courts.

(D)

Our opinions expressed herein may be affected by (i) the rules of good faith (redelijkheid en billijkheid), force majeure (niet-toerekenbare tekortkoming) and unforeseen circumstances (onvoorziene omstandigheden), (ii) the general defences available to debtors under Dutch law which include rights to suspend performance (opschortingsrechten), rights of set-off (verrekening), mistake (dwaling), duress (bedreiging), fraude (bedrog), undue influence (misbruik van omstandigheden) and fraudulent preference (pauliana) and (iii) the rules of decency (goede zeden) and public order (openbare orde).

(E)

A power of attorney granted by the Dutch Company will automatically terminate and become ineffective upon any Dutch Insolvency Proceeding of the Dutch Company.

1

a copy of the Deed of Incorporation of the Company, dated 11 March 2021 and a copy of the deed of conversion and amendment of the articles of association (statuten) of Lilium B.V. into Lilium N.V. dated 10 September 2021 (the Articles of Association);

2

a copy of the written resolutions of the shareholder of the Company dated 10 September 2021 (the Shareholder's Resolutions);

3

a copy of the extract of the minutes of the regular meeting of board of directors of the Company held on 28 September 2021 (together with the Shareholder's Resolutions: the Corporate Resolutions);

4

a copy of the signed general power of attorney, dated 14 September 2021 and made by the Company to Michael Andersen, for the purpose of representing the Company in and out of court, towards anybody and in connection with all cases legally permissible (the Power of Attorney);

5

an extract in respect of the Company from the Commercial Register (Handelsregister), dated 22 October 2021 (the Extract);

6

a copy of the signed private deed of issue of shares A in the capital of the Company, expressed to be governed by Dutch law, dated 13 September 2021 and made between Continental Stock Transfer & Trust Company as transfer agent acting on behalf of Cede & Co, as nominee for The Depository Trust Company as transferee for the benefit of the parties listed therein as PIPE Investors and the Company (the PIPE Deed of Issue);

7

a copy of the foreign rate confirmation statement pursuant to article 2:80 paragraph 3 in conjunction with article 2:93a paragraph 6 of the Dutch Civil Code from Deutsche Bank AG dated 14 September 2021 and addressed to the Company;

8

a copy of the signed private deed of issue of shares A in the capital of the Company against contribution in kind, expressed to be governed by Dutch law, dated 13 September 2021 and made between Continental Stock Transfer & Trust Company as transfer agent acting on behalf of Cede & Co, as nominee for The Depository Trust Company as transferee for the benefit of the parties referred to therein as Qell Shareholders and the Company (the SPAC Deed of Issue);

9

a copy of the signed private deed of issue of shares A in the capital of the Company against contribution in kind, expressed to be governed by Dutch law, dated 14 September 2021 and made between the parties listed therein as Lilium Legacy Shareholders and the Company (the Lilium Legacy Deed of Issue);

10

a copy of the signed private deed of issue of shares A in the capital of the Company against contribution in kind, expressed to be governed by Dutch law, dated 14 September 2021 and made between Stichting Evtol Investment and the Company (the eVTOL Deed of Issue);

11

a copy of the signed private deed of issue of shares A in the capital of the Company, expressed to be governed by Dutch law, dated 15 September 2021 and made between Stichting JSOP and the Company (the JSOP Deed of Issue);

12

a copy of the signed private deed of issue of shares A and shares B in the capital of the Company against contribution in kind, expressed to be governed by Dutch law, dated 14 September 2021 and made between, inter alia, Daniel Wiegand as one of the Lilium Legacy Shareholders and the Company (the Class B Deed of Issue and together with the PIPE Deed of Issue, the SPAC Deed of Issue, the Lilium Legacy Deed of Issue, the eVTOL Deed of Issue and the JSOP Deed of Issue: the Deeds of Issue);

13

copies of the signed (i) warrant agreement, expressed to be governed by New York law, dated 29 September 2020 and made between Qell Acquisition Corp. as Company and Continental Stock Transfer & Trust Company as Warrant Agent and (ii) warrant assignment, assumption and amendment agreement, expressed to be governed by New York law, dated 13 September 2021 and made between Qell Acquisition Corp. as Qell, the Company as Holdco and Continental Stock Transfer & Trust Company as Warrant Agent (together: the Qell Warrant Agreement);

14

copy of the signed warrant agreement, expressed to be governed by New York law, dated 22 October 2021 and made between the Company as Issuer and Azul Linhas Aéreas Brasileiras S.A. as Azul (the Azul Warrant Agreement and together with the Qell Warrant Agreement: the Warrant Agreements).

1

Introduction

2

Scope of Investigation

3

Assumptions

3.1.1

all copies of documents conform to the originals and that all originals are authentic and complete; and

3.1.2

the section with header "Material Dutch Tax Considerations" set forth in the Registration Statement has through the date hereof remained in existence in the form in which it was presented to us; and

3.1.3

any law, other than Dutch law, which may apply to the Registration Statement or the transactions contemplated thereby would not be such as to affect any opinion expressed in this opinion letter.

4

Opinion

5

Scope of Opinion Letter

5.1

This opinion letter is limited to the laws of the European part of the Kingdom of the Netherlands, currently in force and as applied by Dutch courts (not including unpublished case law and, unless available on www.rechtspraak.nl, case law available in electronic form only). We express no opinion on the laws of the European Union insofar as not implemented in Dutch law or directly applicable in the Netherlands. We do not opine on regulatory law, including competition and procurement laws. In this opinion letter Dutch law concepts are expressed in English terms and not in their original Dutch terms. These concepts of Dutch law may not be the same as the concepts described by the English terms as such terms may be understood under the laws of other relevant jurisdictions. Our review of documents that are not governed by Dutch law has been based upon our understanding of the plain meaning of the language contained therein; we have not investigated the meaning and effect of any such language under any law other than Dutch tax law (ie. any tax of any nature levied by or on behalf of the Netherlands).

5.2

The opinion expressed herein is rendered only as of the date of this opinion letter. We assume no obligation to inform you of any changes to Dutch tax law arising after the date hereof.

5.3

Nothing in this letter should be taken as expressing an opinion on any matters of fact. We assume that there are no factual matters and documents not disclosed to us in the course of our investigation that would affect any opinion expressed in this opinion letter. We express no opinion on any representations, warranties or other statements contained in the Registration Statement, except as expressly confirmed herein.

6

Reliance

6.1

This opinion letter is given on the express basis, accepted by each person who is entitled to rely on it, that this opinion letter and all rights, obligations or liability in relation to it are governed by Dutch law. This legal opinion is given subject to, and may only be relied upon on, the express condition that (i) Van Doorne N.V. 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 Van Doorne N.V. 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, (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 and (vi) the aggregate liability of Van Doorne N.V. (and the individual persons and legal entities involved in the services provided by or on behalf of Van Doorne N.V.) in respect of this legal opinion towards the Addressees and

6.2

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.

I.

BACKGROUND

[1]

We (Orrick, Herrington & Sutcliffe, LLP or “us”, as appropriate), have been requested to deliver this tax opinion (the “Opinion”) in our capacity as German tax counsel of Lilium N.V., a Dutch public limited liability company (naamloze vennootschap), in connection with the filing of a Form F-1 registration statement prepared by Lilium N.V. and to be filed with the United States Securities and Exchange commission under the United States Securities Act of 1933, as amended, (the "Registration Statement").

II.

EXAMINED DOCUMENTS

III.

SCOPE

[3]

This Opinion is limited the tax laws of the Federal Republic of Germany as in force as on the date hereof and as applied by the German fiscal courts (not including unpublished cases). We express no opinion on the laws of the European Union insofar as not implemented in German tax law or directly applicable in the Federal Republic of Germany. We have made no investigation of the tax laws of any jurisdiction outside Germany and do not express or imply any opinion based thereon.

[4]

This Opinion is as of the date hereof. We have no obligation to update it or to notify any Addressee of this Opinion of any change in the tax laws of the Federal Republic of Germany or their construction or application after the date of this Opinion.

[5]

This Opinion is limited to the opinions expressed herein and no opinion may be concluded or implied from it. Nothing in this Opinion should be taken as expressing an opinion on any matters of fact. We express no opinion on any representations, warranties or other statements contained in the Registration Statement, except as expressly confirmed herein.

IV.

ASSUMPTIONS

[6]

For the purpose of this Opinion we assume that:

·

the Registration Statement which we have reviewed in draft form will only be filed in the same form as the draft which we have received and, where we have been provided with successive drafts of the Registration Statement marked to show changes from a previous draft, all such changes have been accurately marked;

·

there are no factual matters and documents not disclosed to us in the course of our investigation that would affect any opinion expressed in this Opinion;

V.

OPINION

[7]

Based on the assumptions and the limitations stated herein, it is our opinion that:

VI.

BENEFIT

[8]

This Opinion is given on the express basis, accepted by each person who is entitled to rely on it, that this Opinion and all rights, obligations or liability in relation to it are governed by German law and that any action or claim in relation to it can only be brought exclusively before the courts of Düsseldorf, Germany.

[9]

This Opinion is solely for the Addressee and solely for the purpose of the Registration Statement and it may not be relied upon by any other person, nor may this Opinion be used for any other purpose without our prior written consent. lt is not intended to create third party rights (Vertrag

[10]

Accordingly, no person other than the Addressee can rely on the opinions expressed herein, or quote them and this Opinion may not be transmitted to, quoted or referred to by any other person or in any public document or filed with any other person, firm, company, or institution (other than as an exhibit to a filing of the Registration Statement), nor may this Opinion be used for any other purpose without our prior written consent.