Attached files
Exhibit 5.1
[ ], 2010
JWC Acquisition Corp.
111 Huntington Avenue
Suite 2900
Boston, Massachusetts 02199
111 Huntington Avenue
Suite 2900
Boston, Massachusetts 02199
Re: | JWC Acquisition Corp. Registration Statement on Form S-1 (File Number 333-168798) |
Ladies and Gentlemen:
We have acted as counsel to JWC Acquisition Corp., a Delaware corporation (the Company), in
connection with the preparation and filing by the Company with the Securities and Exchange
Commission of a registration statement on Form S-1, as amended (File Number 333-168798) (the
Registration Statement), under the Securities Act of 1933, as amended (the Act). The
Registration Statement relates to an underwritten public offering by the Company of up to
14,375,000 Units of the Company (the Units) (including up to 1,875,000 Units subject to the
Underwriters (as defined below) over-allotment option), each Unit consisting of:
(i) | one share of the Companys common stock, par value $0.0001 per share (the Common Stock and the shares of Common Stock underlying the Units, the Shares), for an aggregate of up to 14,375,000 Shares (including up to 1,875,000 Shares included in the Units subject to the Underwriters over-allotment option), and | ||
(ii) | one warrant (each, a Warrant) to purchase one share of Common Stock, for an aggregate of up to 14,375,000 Warrants (including up to 1,875,000 Warrants included in the Units subject to the Underwriters over-allotment option) to be issued under a Warrant Agreement (the Warrant Agreement) to be entered into by the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, |
pursuant to the terms of an underwriting agreement (the Underwriting Agreement) to be executed by
the Company and Citigroup Global Markets Inc., as representative of the underwriters named therein
(the Underwriters). This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
We have examined originals or certified copies of such corporate records of the Company and other
certificates and documents of officials of the Company, public officials, and others as we have
deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents submitted to us as
originals, and the conformity to authentic original documents of all copies submitted to us as
conformed, certified, or reproduced copies. We have also assumed that upon sale and delivery of
the Units, the Shares, and the Warrants, the certificates representing such Units, Shares, and
Warrants will conform to the specimens thereof filed as exhibits to the Registration
JWC Acquisition Corp.
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Statement and will have been duly countersigned by the transfer agent and duly registered by the
registrar or, if uncertificated, valid book-entry notations for the issuance of the Units, the
Shares, and the Warrants in uncertificated form will have been duly made in the register of the
Company. In addition, in providing the opinions
herein, we have relied, with respect to matters related to the Companys existence, upon the
certificates referenced above.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications, and
limitations stated herein, we are of the opinion that:
1. | When the Underwriting Agreement and the Warrant Agreement have been duly executed and delivered and the Units, the Shares, and the Warrants have been issued and delivered in accordance with the Underwriting Agreement against payment in full of the consideration payable therefor as determined by the Board of Directors of the Company or a duly authorized committee thereof and as contemplated by the Underwriting Agreement, the Units and the Shares and Warrants included in the Units will be duly authorized, validly issued, fully paid and non-assessable. | ||
2. | When the Warrant Agreement and the Underwriting Agreement have been duly executed and delivered by the respective parties thereto and the Warrants have been duly executed by the Company and duly countersigned by the Warrant Agent in accordance with the terms of the Warrant Agreement and delivered to and paid for by the Underwriters pursuant to the terms of the Underwriting Agreement, the Warrants will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. |
The opinions and other matters in this letter are qualified in their entirety and subject to the
following:
A. | We express no opinion as to the laws of any jurisdiction other than (i) the laws of the State of New York and (ii) the General Corporation Law of the State of Delaware. As used herein, the term General Corporation Law of the State of Delaware includes the statutory provisions contained therein and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws. | ||
B. | The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors rights and remedies generally; and (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law). |
JWC Acquisition Corp.
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C. | This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinions expressly set forth herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the effective date of the Registration Statement or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance. |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to
the use of our name in the Prospectus forming a part of the Registration Statement under the
caption Legal Matters. In giving this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Act and the rules and
regulations thereunder.
Very truly yours,
******DRAFT******
MCDERMOTT WILL & EMERY LLP