Exhibit 10.5


 


MAGNUM OPUS ACQUISITION LIMITED


15th Floor


Nexxus Building


77 Des Voeux Road


Central, Hong Kong


 


March 22, 2021


 


Magnum Opus Acquisition Limited


15th Floor


Nexxus Building


77 Des Voeux Road


Central, Hong Kong


 


Re: Administrative Services
Agreement


 


Ladies and Gentlemen:


 


This letter agreement (this
 “Agreement”) by and between Magnum Opus Acquisition Limited (the “Company”) and Magnum Opus Holdings
LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities
of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement
on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”)
and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation
(in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


1.          The
Sponsor shall make available, or cause to be made available, to the Company, at 15th Floor, Nexxus Building, 77 Des Voeux Road, Central,
Hong Kong (or any successor location), office space, utilities and secretarial and administrative support services as may be reasonably
required by the Company. In exchange therefor, the Company shall pay the Sponsor $10,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


2.          The
Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising
out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of,
the trust account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds
of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any
Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise adversely
affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment
or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This Agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


This Agreement may not be
amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign
either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.
Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee.


 






     


     


    

 


This Agreement shall be governed
by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state,
without regards to the conflicts of laws principles thereof.


 


[Signature Page Follows]


 






     


     


    

 


	 	 	 	Very
    truly yours,
	 	 	 	 	 
	 	 	 	MAGNUM
    OPUS ACQUISITION LIMITED
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	/s/
    Hou Pu Jonathan Lin
	 	 	 	 	Name:
    Hou Pu Jonathan Lin
	 	 	 	 	Title:
    Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	AGREED
    AND ACCEPTED BY:	 	 	 
	 	 	 	 	 
	MAGNUM
    OPUS HOLDINGS LLC	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/
    Hou Pu Jonathan Lin	 	 	 
	 	Name:
    Hou Pu Jonathan Lin	 	 	 
	 	Title:
    Manager	 	 	 



 


[Signature Page to Administrative Services Agreement]