Attached files
file | filename |
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S-1/A - RLJ Acquisition, Inc. | v207360_s1a.htm |
EX-14 - RLJ Acquisition, Inc. | v207360_ex14.htm |
EX-4.4 - RLJ Acquisition, Inc. | v207360_ex4-4.htm |
EX-3.1 - RLJ Acquisition, Inc. | v207360_ex3-1.htm |
EX-4.3 - RLJ Acquisition, Inc. | v207360_ex4-3.htm |
EX-3.2 - RLJ Acquisition, Inc. | v207360_ex3-2.htm |
EX-1.1 - RLJ Acquisition, Inc. | v207360_ex1-1.htm |
EX-4.2 - RLJ Acquisition, Inc. | v207360_ex4-2.htm |
EX-4.1 - RLJ Acquisition, Inc. | v207360_ex4-1.htm |
EX-10.7 - RLJ Acquisition, Inc. | v207360_ex10-7.htm |
EX-10.9 - RLJ Acquisition, Inc. | v207360_ex10-9.htm |
EX-10.6 - RLJ Acquisition, Inc. | v207360_ex10-6.htm |
EX-23.1 - RLJ Acquisition, Inc. | v207360_ex23-1.htm |
EX-10.8 - RLJ Acquisition, Inc. | v207360_ex10-8.htm |
EX-99.2 - RLJ Acquisition, Inc. | v207360_ex99-2.htm |
___________
__, 2011
RLJ
Acquisition, Inc.
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3
Bethesda Metro Center
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Suite
1100
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Bethesda,
Maryland 20814
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Re:
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RLJ
Acquisition, Inc.
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Registration
Statement on Form S-1
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(File
Number 333-170947)
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Ladies
and Gentlemen:
RLJ
Acquisition, Inc., a Nevada corporation (the “Company”), has filed
with the Securities and Exchange Commission a Registration Statement on Form
S-1, as amended (Registration No. 333-170947) (the “Registration
Statement”), under the Securities Act of 1933, as amended (the “Act”). The
Registration Statement relates to the 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 Company’s common stock, par value $0.001 per share (“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 Lazard Capital Markets LLC,
as representative of the underwriters named therein (the “Underwriters”). We
have acted as counsel to the Company in connection with the preparation and
filing of the Registration Statement.
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
(i) 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 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 and (ii) at the time of execution,
countersigning, issuance, and delivery of the Warrants, the Warrant Agreement
will be a valid and binding obligation of the Warrant Agent, enforceable against
the Warrant Agent in accordance with its terms. In addition, in providing the
opinions herein, we have relied, with respect to matters related to the
Company’s 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 by the respective parties thereto 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 Underwriting Agreement and the Warrant 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.
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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 Nevada. As used herein, the term “general corporation law of the
State of Nevada” includes the statutory provisions contained
therein and all applicable provisions of the Nevada Constitution and
reported judicial decisions interpreting these
laws.
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B.
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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).
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C.
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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 date hereof 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.
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We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under the caption “Legal Matters” in the
prospectus comprising a part of the Registration Statement. In giving this
consent, we do not thereby admit that we are included within the category of
persons whose consent is required by Section 7 of the Act and the rules and
regulations promulgated thereunder.
Very
truly yours,
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GREENBERG
TRAURIG,
LLP
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