Attached files
| file | filename |
|---|---|
| S-1/A - Arcade China Acquisition Corp | v223776_s1a.htm |
| EX-4.4 - Arcade China Acquisition Corp | v223776_ex4-4.htm |
| EX-3.1 - Arcade China Acquisition Corp | v223776_ex3-1.htm |
| EX-1.1 - Arcade China Acquisition Corp | v223776_ex1-1.htm |
| EX-10.3 - Arcade China Acquisition Corp | v223776_ex10-3.htm |
| EX-10.2 - Arcade China Acquisition Corp | v223776_ex10-2.htm |
| EX-10.8 - Arcade China Acquisition Corp | v223776_ex10-8.htm |
| EX-10.9 - Arcade China Acquisition Corp | v223776_ex10-9.htm |
| EX-10.4 - Arcade China Acquisition Corp | v223776_ex10-4.htm |
| EX-23.1 - Arcade China Acquisition Corp | v223776_ex23-1.htm |
| EX-10.1 - Arcade China Acquisition Corp | v223776_ex10-1.htm |
May 25, 2011
Arcade China Acquisition Corp.
62 LaSalle Road, Suite 304
West Hartford, CT 06107
Re: Arcade China Acquisition Corp.
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission by Arcade China Acquisition Corp., a Delaware corporation (the “Company ”), under the Securities Act of 1933, as amended (the “Act”), covering an underwritten public offering of (i) 4,000,000 Units, with each Unit consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant to purchase one share of Common Stock (the “Warrants”), (ii) up to 600,000 Units (the “Over-Allotment Units”) for which the underwriter has been granted an over-allotment option, (iii) all Common Stock and all Warrants issued as part of the Units and Over-Allotment Units and (iv) all Common Stock issuable upon exercise of the Warrants included in the Units and Over-Allotment Units.
We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers of the Company.
Based upon the foregoing, we are of the opinion that
1. The Units, the Over-Allotment Units, the Warrants and the Common Stock to be sold to the underwriters, when issued and sold in accordance with and in the manner described in the Underwriting section of the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.
2. The Warrants (including the Warrants issuable in connection with the Over-Allotment Units), if and when paid for in accordance with the terms of the underwriting agreement between the Company and the representative of the underwriters, will be valid and binding obligations of the Company.
3. The shares of Common Stock underlying the Warrants (including the Warrants issuable in connection with the Over-Allotment Units), when duly issued, delivered, sold and paid for upon exercise of the Warrants as contemplated by the Warrants, the Registration Statement and the Warrant Agreement pursuant to which the Warrants are issued, will be fully paid and non-assessable.
We are opining solely on (i) all applicable statutory provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable provisions of the Constitution of the State of Delaware and all applicable judicial and regulatory determinations, and (ii) with respect to the opinions expressed in paragraph (2) above, the laws of the State of New York.
In addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ and debtors’ rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Loeb & Loeb LLP
Loeb & Loeb LLP