Attached files
file | filename |
---|---|
EX-1.1 - Crumbs Bake Shop, Inc. | v183022_ex1-1.htm |
EX-4.4 - Crumbs Bake Shop, Inc. | v183022_ex4-4.htm |
EX-5.1 - Crumbs Bake Shop, Inc. | v183022_ex5-1.htm |
EX-3.2 - Crumbs Bake Shop, Inc. | v183022_ex3-2.htm |
EX-10.1 - Crumbs Bake Shop, Inc. | v183022_ex10-1.htm |
EX-10.4 - Crumbs Bake Shop, Inc. | v183022_ex10-4.htm |
EX-10.5 - Crumbs Bake Shop, Inc. | v183022_ex10-5.htm |
EX-10.7 - Crumbs Bake Shop, Inc. | v183022_ex10-7.htm |
EX-14.1 - Crumbs Bake Shop, Inc. | v183022_ex14-1.htm |
EX-10.6 - Crumbs Bake Shop, Inc. | v183022_ex10-6.htm |
As filed
with the Securities and Exchange Commission on May 6, 2010
File No:
333-163134
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 3 to
Form
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
57th Street
General Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware
|
6770
|
27-1215274
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer
Identification
Number)
|
590
Madison Avenue, 35th Floor
New York,
New York 10022
(212)
409-2434
(Address,
including zip code, and telephone number, including
area
code, of registrant’s principal executive offices)
Mark
D. Klein
Chairman,
President and Chief Executive Officer
590
Madison Avenue, 35th Floor
New
York, New York 10022
(212)
409-2434
(Name,
address, including zip code, and telephone number, including
area
code, of agent for service)
Copies
to:
Douglas
S. Ellenoff, Esq.
Stuart
Neuhauser, Esq.
Ellenoff
Grossman & Schole LLP
150
East 42nd Street
New
York, New York 10017
(212)
370-1300
(212)
370-7889—Facsimile
|
Joel
L. Rubinstein, Esq.
Morgan
Fox Walbridge, Esq.
McDermott
Will & Emery LLP
340
Madison Avenue
New
York, New York 10173
(212)
547-5400
(212)
547-5444—Facsimile
|
As soon
as practicable after the effective date of the 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 : x
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. o
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. o
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. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated filer o
|
Smaller
reporting company x
|
(Do
not check if a smaller
|
|||
reporting
company)
|
CALCULATION
OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
|
Amount to be
Registered (1)
|
Proposed
Maximum
Offering
Price
per Unit (1)
|
Proposed
Maximum
Aggregate
Offering
Price (1)
|
Amount of
Registration
Fee
|
||||||||||||
Units,
each consisting of one share of Common Stock, $.0001 par value, and one
Warrant (2)
|
5,750,000
|
$
|
10.00
|
$
|
57,500,000
|
$
|
3,208.50
|
|||||||||
Shares
of Common Stock included as part of the Units (2)
|
5,750,000
|
—
|
—
|
—
|
(3)
|
|||||||||||
Warrants
included as part of the Units (2)
|
5,750,000
|
—
|
—
|
—
|
(3)
|
|||||||||||
Shares
of Common Stock underlying the Warrants included in the Units
(2)(4)
|
5,750,000
|
$
|
11.50
|
$
|
66,125,000
|
$
|
3,689.78
|
|||||||||
Total
|
$
|
123,625,000
|
$
|
6,898.28
|
(5)
|
(1)
|
Estimated
solely for the purpose of calculating the registration
fee.
|
(2)
|
Includes
750,000 units, 750,000 shares of common stock and 750,000 warrants
underlying such units, which may be issued on exercise of a 45-day option
granted to the underwriters to cover over-allotments, if
any.
|
(3)
|
No
fee pursuant to Rule 457(g).
|
(4)
|
Pursuant
to Rule 416, there are also being registered an indeterminable number
of additional securities as may be issued to prevent dilution resulting
from stock splits, stock dividends or similar
transactions.
|
(5)
|
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 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
This
amendment is being filed solely to include exhibits to this registration
statement
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and
Distribution.
The
estimated expenses payable by us in connection with the offering described in
this registration statement (other than the underwriting discount and
commissions) will be as follows:
SEC
registration fee
|
6,898
|
|||
FINRA
filing fee
|
12,862
|
|||
Accounting
fees and expenses
|
37,500
|
|||
Printing
and engraving expenses
|
50,000
|
|||
Legal
fees and expenses
|
250,000
|
|||
Blue
Sky
|
35,000
|
|||
Miscellaneous(1)
|
57,739
|
|||
Total
|
$
|
450,000
|
(1) This
amount represents additional expenses that may be incurred by us in connection
with the offering over and above those specifically listed above, including
distribution and mailing costs.
Item
14. Indemnification of Directors and
Officers.
Our
amended and restated certificate of incorporation provides that all of our
directors, officers, employees and agents will be entitled to be indemnified by
us to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law.
Section
145 of the Delaware General Corporation Law concerning indemnification of
officers, directors, employees and agents is set forth below.
Section
145. Indemnification of officers, directors, employees and agents;
insurance.
(a) A
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust account or other enterprise, against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person’s conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the person’s conduct was unlawful.
(b) A
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust account or other enterprise against expenses (including
attorneys’ fees) actually and reasonably incurred by the person in connection
with the defense or settlement of such action or suit if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem
proper.
I-1
(c) To
the extent that a present or former director or officer of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of this section, or in defense
of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection therewith.
(d) Any
indemnification under subsections (a) and (b) of this section (unless ordered by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because the
person has met the applicable standard of conduct set forth in subsections (a)
and (b) of this section. Such determination shall be made, with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the
stockholders.
(e) Expenses
(including attorneys’ fees) incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys’ fees) incurred
by former directors and officers or other employees and agents may be so paid
upon such terms and conditions, if any, as the corporation deems
appropriate.
(f) The
indemnification and advancement of expenses provided by, or granted pursuant to,
the other subsections of this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person’s official capacity and
as to action in another capacity while holding such office.
(g) A
corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
account or other enterprise against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of such
person’s status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.
(h) For
purposes of this section, references to “the corporation” shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
trust or other enterprise, shall stand in the same position under this section
with respect to the resulting or surviving corporation as such person would have
with respect to such constituent corporation if its separate existence had
continued.
(i) For
purposes of this section, references to “other enterprises” shall include
employee benefit plans; references to “fines” shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references
to “serving at the request of the corporation” shall include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner “not opposed to the best interests of the
corporation” as referred to in this section.
(j) The
indemnification and advancement of expenses provided by, or granted pursuant to,
this section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
(k) The
Court of Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or indemnification brought
under this section or under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation’s obligation to advance expenses (including attorneys’
fees).
I-2
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers, and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment of expenses
incurred or paid by a director, officer or controlling person in a successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, we
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to the court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Paragraph
B of Article Eighth of our amended and restated certificate of incorporation
provides:
The
Corporation, to the full extent permitted by Section 145 of the DGCL, as amended
from time to time, shall indemnify all persons whom it may indemnify pursuant
thereto. Expenses (including attorneys’ fees) incurred by an officer or director
in defending any civil, criminal, administrative, or investigative action, suit
or proceeding for which such officer or director may be entitled to
indemnification hereunder shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized hereby.
Our
bylaws provide for the indemnification of our directors, officers or other
persons in accordance with our amended and restated certificate of
incorporation.
Pursuant
to the Underwriting Agreement filed as Exhibit 1.1 to this Registration
Statement, we have agreed to indemnify the underwriters, and the underwriters
have agreed to indemnify us, against certain civil liabilities that may be
incurred in connection with this offering, including certain liabilities under
the Securities Act.
Item
15. Recent Sales of Unregistered Securities.
During
the past three years, we sold the following shares of common stock without
registration under the Securities Act:
Stockholders
|
Number
of Shares
|
|||
57th
Street GAC Holdings LLC
|
638,889
|
|||
Total
|
638,889
|
Such
shares of common stock were issued to our sponsor on October 30, 2009 in
connection with our organization pursuant to the exemption from registration
contained in Section 4(2) of the Securities Act as they were sold to an
“accredited investor” as defined in Rule 501(a) of the Securities Act. The
shares of common stock issued to our sponsor were sold for an aggregate offering
price of $25,000 at a purchase price of $0.039 per share. No underwriting
discounts or commissions were paid with respect to such sales. Of these
securities, up to 83,333 shares of common stock are subject to forfeiture in the
event that the underwriters’ over-allotment option is not exercised, in
full.
On or
before the date of the prospectus accompanying this registration statement, our
sponsor will purchase 3,000,000 insider warrants from the registrant. These
warrants will be issued pursuant to the exemption from registration contained in
Section 4(2) of the Securities Act as they will be sold to an “accredited
investor” as defined in Rule 501(a) of the Securities Act. No underwriting
discounts or commissions will be paid with respect to such sales. A private
placement subscription agreement has been entered into between the Company and
our sponsor in connection with these insider warrants and is attached as an
exhibit.
In
addition, if we increase the size of the offering pursuant to Rule 462(b) under
the Securities Act, we may effect a stock dividend immediately prior to the
consummation of the offering in such amount as to maintain our sponsor’s
collective ownership at 10% of our issued and outstanding shares of common stock
upon consummation of the offering. If we decrease the size of the offering we
will effect a reverse split of our common stock immediately prior to the
consummation of the offering in such amount as to maintain our sponsor’s
collective ownership at 10% of our issued and outstanding shares of common stock
upon the date of this prospectus, in each case without giving effect to the sale
of warrants to our sponsor as described above. Any such increased number of
shares will be placed into escrow and will be subject to forfeiture in the event
that the underwriter’s over-allotment option is not exercised, in full. Any such
decreased number of shares will be forfeit from escrow, with the remainder
subject to forfeiture in the event that the underwriter’s over-allotment option
is not exercised in full.
I-3
Item
16. Exhibits and Financial Statement
Schedules.
See the
Exhibit Index, which follows the signature page and which is incorporated by
reference herein.
Item
17. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
ii. To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement.
iii. To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability of the registrant under the Securities
Act in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
i. Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
ii. Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
iii. The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
iv. Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) The
undersigned hereby undertakes to provide to the underwriter at the closing
specified in the underwriting agreement, certificates in such denominations and
registered in such names as required by the underwriter to permit prompt
delivery to each purchaser.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
I-4
(d) The
undersigned registrant hereby undertakes that:
(1) For
purposes of determining any liability under the Securities Act, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was
declared effective.
(2) For
the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
I-5
SIGNATURE
Pursuant
to the requirements of the Securities Act, the registrant has duly caused this
Amendment No. 3 to the Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 6th day
of May, 2010.
57th
Street General Acquisition Corp.
|
By:
|
/s/ Mark
D. Klein
|
Name: Mark
D. Klein
|
Title: Chairman,
President and Chief
Executive
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Name
|
Position
|
Date
|
||
/s/
Mark D. Klein
|
(Principal
Executive Officer)
|
May
6, 2010
|
||
Mark
D. Klein
|
||||
*
|
(Principal
Financial and Accounting
|
May
6, 2010
|
||
Paul
D. Lapping
|
Officer)
|
|||
*
|
Director
|
May
6, 2010
|
||
Frederick
G. Kraegel
|
||||
*
|
Director
|
May
6, 2010
|
||
Leonard
A. Potter
|
||||
*
|
Director
|
May
6, 2010
|
||
Andrew
A. Fink
|
*By:
|
|
/s/ Mark
D. Klein
|
|
By: Mark
D. Klein
|
|
As
Attorney-in-fact
|
S-1
EXHIBIT
INDEX
Exhibit No.
|
Description
|
|
1.1
|
Form
of Underwriting Agreement.
|
|
3.1
|
Certificate
of Incorporation.*
|
|
3.2
|
Form
of Amended and Restated Certificate of Incorporation.
|
|
3.3
|
Form
of Bylaws.*
|
|
4.1
|
Specimen
Unit Certificate.*
|
|
4.2
|
Specimen
Common Stock 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 Ellenoff Grossman & Schole LLP.
|
|
10.1
|
Form
of Investment Management Trust Account Agreement between Continental Stock
Transfer & Trust Company and the Registrant.
|
|
10.2
|
Form
of Securities Escrow Agreement among the Registrant, Continental Stock
Transfer & Trust Company, and 57th Street GAC Holdings LLC.
*
|
|
10.3
|
Form
of Registration Rights Agreement among the Registrant and 57th Street GAC
Holdings LLC. *
|
|
10.4
|
Form
of Letter Agreement by and between the Registrant and each of the
directors of the Registrant.
|
|
10.5
|
Form
of Letter Agreement by and between the Registrant and Mark D.
Klein.
|
|
10.6
|
Form
of Letter Agreement by and between the Registrant and Paul D.
Lapping.
|
|
10.7
|
Form
of Letter Agreement by and between the Registrant and 57th Street GAC
Holdings LLC.
|
|
10.8
|
Administrative
Services Agreement between the Registrant and 57th Street GAC Holdings
LLC. *
|
|
10.9
|
Securities
Purchase Agreement dated October 30, 2009 between the Registrant and
57th Street GAC Holdings LLC. *
|
|
10.10
|
Promissory
Note, dated November 10, 2009 issued to 57th Street GAC Holdings LLC in
the amount of $10,000. *
|
|
10.11
|
Insider
Warrants Subscription Agreement between the Registrant and 57th Street GAC
Holdings LLC. *
|
|
14.1
|
Code
of Business and Ethics.
|
|
23.1
|
Consent
of Rothstein Kass & Company*
|
|
23.2
|
Consent
of Ellenoff Grossman & Schole LLP (included in Exhibit
5.1).
|
*
Previously
Filed