Filed with the United States Securities and Exchange Commission on July 12, 2019 under the

Securities Act of 1933, as amended.

No. 333-232444

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Oaktree Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Cayman Islands   6770   98-1482650

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

333 South Grand Avenue

28th Floor

Los Angeles, CA 90071

(213) 830-6300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Patrick McCaney

333 South Grand Avenue

28th Floor

Los Angeles, CA 90071

(213) 830-6300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies:

 

Christian O. Nagler

Peter S. Seligson

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Tel: (212) 446-4800

Fax: (212) 446-4900

  

Paul D. Tropp

Christopher J. Capuzzi

Ropes & Gray LLP

1211 Avenue of the Americas

New York, New York 10036

Tel: (212) 596-9000

Fax: (212) 596-9090

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:   ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐   Accelerated filer   ☐   Non-accelerated filer   ☒   Smaller reporting company   ☒
      Emerging growth company   ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Security

Being Registered

 

Amount Being

Registered

 

Proposed
Maximum

Offering Price per

Security(1)

 

Proposed

Maximum

Aggregate Offering

Price(1)

 

Amount of

Registration Fee

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2)

  20,125,000 units   $10.00   $201,250,000   $24,392

Class A ordinary shares included as part of the units(3)

  20,125,000 shares   —   —   —(4)

Redeemable warrants included as part of the units(3)

  6,708,333 warrants   —   —   —(4)

Class A ordinary shares, issuable upon the redemption of warrants(3)(5)

  2,448,542 shares   $10.00   $24,485,420   $2,968

Total

          $225,735,420   $27,360(6)

 

 

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Includes 2,625,000 units, consisting of 2,625,000 Class A ordinary shares and 875,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3)

Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.

(4)

No fee pursuant to Rule 457(g).

(5)

Represents Class A ordinary shares that may be issued upon redemption of warrants included as part of units in this offering.

(6)

Previously paid.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

EXPLANATORY NOTE

Oaktree Acquisition Corp. is filing this Amendment No. 2 to its registration statement on Form S-1 (File No. 333-232444) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(i) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.    Exhibits and Financial Statement Schedules.

 

  (i)

The Exhibit Index is incorporated herein by reference.

 

II-1

EXHIBIT INDEX

 

Exhibit No.

  

Description

  1.1    Form of Underwriting Agreement.*
  3.1    Amended and Restated Memorandum and Articles of Association.*
  3.2    Form of Second Amended and Restated Memorandum and Articles of Association. *
  4.1    Specimen Unit Certificate.*
  4.2    Specimen Ordinary Share Certificate.*
  4.3    Specimen Warrant Certificate. *
  4.4    Form of Warrant Agreement between Continental Stock Transfer  & Trust Company and the Registrant. *
  5.1    Opinion of Kirkland & Ellis LLP.
  5.2    Opinion of Walkers, Cayman Islands Counsel to the Registrant.
10.1    Form of Investment Management Trust Agreement between Continental Stock Transfer  & Trust Company and the Registrant.*
10.2    Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*
10.3    Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*
10.4    Form of Indemnity Agreement.*
10.5    Form of Administrative Services Agreement between the Registrant and the Sponsor.*
10.6    Expense Reimbursement Agreement, dated as of April  24, 2019, between the Registrant and the Sponsor.*
10.7    Securities Subscription Agreement, dated April  23, 2019, between the Registrant and the Sponsor.*
10.8    Form of Letter Agreement between the Registrant and the Sponsor.*
10.9    Form of Letter Agreement among the Registrant and each director and executive officer of the Registrant.*
23.1    Consent of WithumSmith+Brown, PC.*
23.2    Consent of Kirkland & Ellis LLP (included on Exhibit 5.1).
23.3    Consent of Walkers (included on Exhibit 5.2).
24    Power of Attorney.*
99.1    Consent of Andrea Wong.*
99.2    Consent of Paul Meister.*
99.3    Consent of Anthony Grillo.*

 

*

Previously filed.

 

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, State of New York, on the 12th day of July 2019.

 

OAKTREE ACQUISITION CORP.
By:  

/s/    PATRICK MCCANEY

  Name:    Patrick McCaney
  Title:    Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name

 

Position

 

Date

/s/    PATRICK MCCANEY

Patrick McCaney

 

Chief Executive Officer, Director and Authorized Representative

(Principal Executive Officer)

  July 12, 2019

*

Alexander Taubman

 

President and Chief Financial Officer

(Principal Financial and Accounting Officer)

  July 12, 2019

*

John Frank

  Chairman   July 12, 2019

 

* By:    

/s/    PATRICK MCCANEY

  Patrick McCaney
  Attorney-in-Fact

Exhibit 5.1

 

  LOGO   
 

 

601 Lexington Avenue

New York, NY 10022

 

(212) 446-4800

 

www.kirkland.com

  

Facsimile:

(212) 446-4900

 

July 12, 2019

Oaktree Acquisition Corp.

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

 

  Re:

Oaktree Acquisition Corp.

      

Registration Statement on Form S-1

Ladies and Gentlemen:

We are issuing this opinion in our capacity as special United States counsel to Oaktree Acquisition Corp., a Cayman Island exempted company (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), on a Registration Statement on Form S-1 (333-232444) originally filed with the Securities and Exchange Commission (the “Commission”) on June 28, 2019 (the “Registration Statement”) of 20,125,000 units of the Company, including the underwriters’ over-allotment option to purchase an additional 2,625,000 units (collectively, the “Units”), with each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”) of the Company and one-third of one warrant of the Company to purchase one Class A Ordinary Share (the “Warrants”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act.

In rendering the opinions stated herein, we have examined and relied upon the following:

(a) the form of Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between the Company and Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein (the “Underwriters”), relating to the sale by the Company to the Underwriters of the Units, filed as Exhibit 1.1 to the Registration Statement;

(b) the form of Unit certificate, filed as Exhibit 4.1 to the Registration Statement;

(c) the form of Warrant certificate, filed as Exhibit 4.3 to the Registration Statement; and

 

 

Beijing   Boston   Chicago   Hong Kong   Houston   London   Los Angeles   Munich   Palo Alto   Paris   San Francisco   Shanghai   Washington, D.C.

Oaktree Acquisition Corp.

July 12, 2019

Page 2

 

(d) the form of Warrant Agreement proposed to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), filed as Exhibit 4.4 to the Registration Statement.

For purposes of this letter, we have examined such other documents, records, certificates, resolutions and other instruments deemed necessary as a basis for this opinion, and we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies.

We do not express any opinion with respect to the laws of any jurisdiction other than the laws of the State of New York.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:

1. When the Units are delivered in accordance with the Underwriting Agreement upon payment of the agreed upon consideration therefor, the Units will constitute 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.

2. When the Units are delivered in accordance with the Underwriting Agreement upon payment of the agreed upon consideration therefor, the Warrants included in such Units will constitute 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.

Oaktree Acquisition Corp.

July 12, 2019

Page 3

 

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law or judicially developed doctrine in this area (such as substantive consolidation or equitable subordination) affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing, (iv) public policy considerations which may limit the rights of parties to obtain certain remedies, (v) 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, (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 and (vii) any laws except the laws of the State of New York. We advise you that issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern.

In addition, in rendering the above opinions, we have relied on the opinions and conclusions of Cayman Islands law set forth in the opinion of Walkers, Cayman Islands counsel to the Company, filed as Exhibit 5.2 to the Registration Statement.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the offering of the Units.

Oaktree Acquisition Corp.

July 12, 2019

Page 4

 

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of New York be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

Very truly yours,

/s/ Kirkland & Ellis LLP

Kirkland & Ellis LLP

Exhibit 5.2

 

LOGO

 

12 July 2019    Our Ref: CBD/ka/O-157795

 

Oaktree Acquisition Corp.

c/o Walkers Corporate Limited

Cayman Corporate Centre

27 Hospital Road

George Town

Grand Cayman KY1-9008

Cayman Islands

  

Dear Sirs

OAKTREE ACQUISITION CORP.

We have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in connection with the registration of an initial public offering by Oaktree Acquisition Corp. (the “ Company ”), of:

 

  (i)

up to 17,500,000 units (the “ Units ”), each Unit consisting of one Class A ordinary share of the Company, par value US$0.0001 per share (each an “ Ordinary Share ” and together, the “ Ordinary Shares ”), and one-third of one warrant to purchase one Ordinary Share (the “ Warrants ”);

 

  (ii)

up to 3,750,000 Units (the “ Over-Allotment Units ”), which the underwriters, will have a right to purchase from the Company to cover over allotments, if any;

 

  (iii)

all Ordinary Shares, and all Warrants issued as part of the Units and the Over-Allotment Units; and

 

  (iv)

all Ordinary Shares that may be issued upon redemption of the Warrants included in the Units and the Over-Allotment Units.

in each case under the United States Securities Act of 1933, as amended (the “ Securities Act ”) and pursuant to the terms of the Registration Statement (as defined in Schedule 1).

For the purposes of giving this opinion, we have examined and relied upon the originals or copies of the documents listed in Schedule 1.

We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion.

Based upon the foregoing examinations and the assumptions and qualifications set out below and having regard to legal considerations which we consider relevant, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.

 

Walkers

190 Elgin Avenue, George Town

Grand Cayman KY1-9001, Cayman Islands

T   +1 345 949 0100     F   +1 345 949 7886    www.walkersglobal.com

WALKERS    Page  2

 

 

1.

The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and in good standing with the Registrar of Companies in the Cayman Islands (the “ Registrar ”).

 

2.

The Ordinary Shares, as contemplated by the Registration Statement, have been duly authorised by all necessary corporate action of the Company and upon the issue of the Ordinary Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Ordinary Shares have been issued credited as fully paid), delivery and payment therefore by the purchaser in accordance with the Memorandum and Articles of Association (as defined in Schedule 1) and in the manner contemplated by the Registration Statement and the Underwriting Agreement (as defined in Schedule 1), the Ordinary Shares will be validly issued, fully paid and non-assessable (meaning that no additional sums may be levied on the holder thereof by the Company).

 

3.

The Ordinary Shares, to be issued upon redemption of the Warrants as contemplated by the Warrant Documents (as defined in Schedule 1), have been duly authorised by all necessary corporate action of the Company and upon the issue of such Ordinary Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Ordinary Shares have been issued credited as fully paid), delivery and redemption of the Warrants in accordance with the Memorandum and Articles of Association and in the manner contemplated by the Registration Statement and the Warrant Documents (as defined in Schedule 1), such Ordinary Shares will be validly issued, fully paid and non-assessable (meaning that no additional sums may be levied on the holder thereof by the Company).

 

4.

The execution, delivery and performance of the Warrant Documents have been authorised by and on behalf of the Company and, once the Warrant Documents have been executed and unconditionally delivered by the Company will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

The foregoing opinions are given based on the following assumptions.

 

1.

The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Documents are or will be genuine and are or will be those of a person or persons given power to execute the Documents under the Resolutions (as defined in Schedule 1). All documents purporting to be sealed have been or will be so sealed. All copies are complete and conform to their originals. The Documents when executed will conform in every material respect to the latest drafts of the same produced to us prior to the date hereof and, where provided in successive drafts, have been marked up to indicate all changes to such Documents.

 

2.

The Resolutions have been duly executed by or on behalf of each Director and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed.

 

3.

The Memorandum and Articles of Association will remain the Memorandum and Articles of Association in effect on the issue of the Ordinary Shares.

 

4.

We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters.

 

5.

The Company will receive consideration in money or money’s worth for each Ordinary Share offered by the Company when issued at the agreed issue price as per the terms of the Registration Statement, such price in any event not being less than the stated par or nominal value of each Ordinary Share.

WALKERS    Page  3

 

 

6.

The preparation and filing of the Registration Statement has been duly authorised by or on behalf of the Company prior to the issue and sale of the Ordinary Shares.

 

7.

Each of the Warrant Documents and the Underwriting Agreement will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue and sale of the Ordinary Shares and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of New York and all other relevant laws (other than the laws of the Cayman Islands).

 

8.

The choice of New York law as the governing law of the Underwriting Agreement and the Warrant Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of New York law and all other relevant laws (other than the laws of the Cayman Islands).

 

9.

The power, authority and legal right of all parties under all relevant laws and regulations (other than the Company under the laws of the Cayman Islands) to enter into, execute and perform their respective obligations under the Underwriting Agreement and the Warrant Documents.

 

10.

All preconditions to the obligations of the parties to the Underwriting Agreement and Warrant Documents will be satisfied or duly waived prior to the issue and sale of the Ordinary Shares and there will be no breach of the terms of the Underwriting Agreement and Warrant Documents.

The opinions expressed above are subject to the following qualifications:

 

1.

The term “ enforceable ” and its cognates as used in this opinion means that the obligations assumed by any party under the Documents are of a type which the courts of the Cayman Islands (the “ Courts ” and each a “ Court ”) enforce. This does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

 

  (a)

enforcement of obligations and the priority of obligations may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium and other laws of general application relating to or affecting the rights of creditors or by prescription or lapse of time;

 

  (b)

enforcement may be limited by general principles of equity and, in particular, the availability of certain equitable remedies such as injunction or specific performance of an obligation may be limited where a Court considers damages to be an adequate remedy;

 

  (c)

claims may become barred under statutes of limitation or may be or become subject to defences of set-off, counterclaim, estoppel and similar defences;

 

  (d)

where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of, or contrary to the public policy of, that jurisdiction;

WALKERS    Page  4

 

 

  (e)

a judgment of a Court may be required to be made in Cayman Islands dollars;

 

  (f)

to the extent that any provision of the Documents is adjudicated to be penal in nature, it will not be enforceable in the Courts; in particular, the enforceability of any provision of the Documents that is adjudicated to constitute a secondary obligation which imposes a detriment on the contract-breaker out of all proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation may be limited;

 

  (g)

to the extent that the performance of any obligation arising under the Documents would be fraudulent or contrary to public policy, it will not be enforceable in the Courts;

 

  (h)

in the case of an insolvent liquidation of the Company, its liabilities are required to be translated into the functional currency of the Company (being the currency of the primary economic environment in which it operated as at the commencement of the liquidation) at the exchange rates prevailing on the date of commencement of the voluntary liquidation or the day on which the winding up order is made (as the case may be);

 

  (i)

a Court will not necessarily award costs in litigation in accordance with contractual provisions in this regard;

 

  (j)

the effectiveness of terms in the Documents excusing any party from a liability or duty otherwise owed or indemnifying that party from the consequences of incurring such liability or breaching such duty shall be construed in accordance with, and shall be limited by, applicable law, including generally applicable rules and principles of common law and equity.

 

2.

Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Law on the date of issue of the certificate if all fees and penalties under the Companies Law have been paid and the Registrar has no knowledge that the Company is in default under the Companies Law.

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.

This opinion shall be construed in accordance with the laws of the Cayman Islands.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement.

Yours faithfully

/s/ Walkers

WALKERS

WALKERS    Page  5

 

 

SCHEDULE 1

LIST OF DOCUMENTS EXAMINED

 

1.

The Certificate of Incorporation dated 9 April 2019 and the Amended and Restated Memorandum and Articles of Association, filed as Exhibit 3.2 to the Registration Statement, to be in effect upon the consummation of the sale of the Ordinary Shares (the “ Memorandum and Articles of Association ”).

 

2.

The Cayman Online Registry Information System (CORIS), the Cayman Islands’ General Registry’s online database, searched on 12 July 2019.

 

3.

The Register of Writs and other Originating Process of the Grand Court kept at the Clerk of Court’s Office, George Town, Grand Cayman (the “ Court Register ”), examined at 9.00 am on 12 July 2019 (the “ Search Time ”).

 

4.

A copy of a Certificate of Good Standing dated 12 July 2019 in respect of the Company issued by the Registrar (the “ Certificate of Good Standing ”).

 

5.

A copy of the executed written resolutions of the Directors of the Company approving the Registration Statement and the offering for sale of the Units, Warrants and Ordinary Shares dated 12 July 2019 (the “ Resolutions ”).

 

6.

Copies of the following documents (the “ Documents ”):

 

  (a)

the Form S-1 Registration Statement in respect of the Company as originally filed on 28 June 2019 (as amended) by the Company with the United States Securities and Exchange Commission registering the Ordinary Shares under the Securities Act (as filed, the “ Registration Statement ”);

 

  (b)

the form of the warrant agreement and the warrant certificate constituting the Warrants (the “ Warrant Documents ”) to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant Agent;

 

  (c)

the form of Underwriting Agreement (the “ Underwriting Agreement ”) to be entered into between the Company and Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. as representatives of the several underwriters named therein (the “ Underwriters ”); and

 

  (d)

such other documents as we have deemed necessary to render the opinions set forth herein.