Exhibit 5.2
Capitol Investment Corp. IV
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands |
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10 August 2017
Dear Sirs
Capitol Investment Corp. IV
We have acted as Cayman Islands counsel
to Capitol Investment Corp. IV (the "Company") to provide this legal opinion in connection with the Company's
registration statement on Form S-1, including all amendments or supplements thereto, filed with the United States Securities and
Exchange Commission (the "Commission") under the United States Securities Act of 1933 (the "Act"),
as amended (including its exhibits, the "Registration Statement") related to the offering and sale of (i) up to
35,000,000 units (together, the "Units"), each Unit consisting of one Class A ordinary share of the Company of
a par value of US$0.0001 each (together, the "Ordinary Shares") and one-third of one warrant to purchase one Ordinary
Share (together, the "Warrants"); (ii) up to 5,250,000 Units (the "Over-Allotment Units"), which
the several underwriters, for whom Citigroup Global Markets Inc. is acting as representative ("Representative"),
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 exercise of the Warrants
included in the Units and the Over-Allotment Units. This opinion letter is given in accordance with the terms of the Legal Matters
section of the Registration Statement.
We have reviewed originals, copies, drafts
or conformed copies of the following documents:
| 1.1 | The certificate of incorporation dated 1 May 2017 and the memorandum and articles of association
of the Company as adopted on 1 May 2017 (the "Memorandum and Articles"), |
| 1.2 | The written resolutions of the board of directors of the Company dated 10 August 2017 (the "Resolutions")
and the corporate records of the Company maintained at its registered office in the Cayman Islands. |
| 1.3 | A certificate of good standing with respect to the Company issued by the Registrar of Companies
(the "Certificate of Good Standing"). |
| 1.4 | A certificate from a director of the Company a copy of which is attached to this opinion letter
(the "Director's Certificate"). |
| 1.5 | The Registration Statement. |
| 1.6 | A draft of the form of the unit certificate representing the Units and the Over-Allotment Units
(the "Unit Certificates"). |
| 1.7 | A draft of the form of the warrant agreement and the warrant certificate constituting the Warrants
(the "Warrant Documents"). |
| 1.8 | A draft of the underwriting agreement between the Company and the Representative (the "Underwriting
Agreement" and, together with the Unit Certificates and the Warrant Documents, the "Documents"). |
The following opinions are given only as
to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions
only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions,
we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the
Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have
not independently verified:
| 2.1 | The Documents have been or will be authorised and duly executed and unconditionally delivered by
or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of
the Cayman Islands). |
| 2.2 | The Documents are, or will be, legal, valid, binding and enforceable against all relevant parties
in accordance with their terms under the laws of the State of New York and all other relevant laws (other than, with respect to
the Company, the laws of the Cayman Islands). |
| 2.3 | The choice of the laws of the State of New York as the governing law of the 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 and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of the State of New York and all
other relevant laws (other than the laws of the Cayman Islands). |
| 2.4 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete
copies of, or in the final forms of, the originals. |
| 2.5 | All signatures, initials and seals are genuine. |
| 2.6 | The capacity, power, authority and legal right of all parties under all relevant laws and regulations
(other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally
deliver and perform their respective obligations under the Documents. |
| 2.7 | No invitation has been or will be made by or on behalf of the Company to the public in the Cayman
Islands to subscribe for any of the Units, the Over-Allotment Units, the Warrants or the Ordinary Shares; |
| 2.8 | No monies paid to or for the account of any party under the Documents represent or will represent
criminal property or terrorist property (as defined in the Proceeds of Crime Law (2017 Revision) and the Terrorism Law (2017 Revision),
respectively). |
| 2.9 | There is nothing under any law (other than the law of the Cayman Islands) which would or might
affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of
New York. |
| 2.10 | The Company will receive money or money's worth in consideration for the issue of the Ordinary
Shares, and none of the Ordinary Shares were or will be issued for less than par value. |
Save as aforesaid we have not been instructed
to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion
letter.
Based upon, and subject to, the foregoing
assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of
the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly
existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | The Ordinary Shares to be offered and issued by the Company as contemplated by the Registration
Statement (including the issuance of the Ordinary Shares upon the exercise of the Warrants in accordance with the Warrant Documents)
have been duly authorised for issue, and when issued by the Company against payment in full of the consideration as set out in
the Registration Statement and in accordance with the terms set out in the Registration Statement (including the issuance of the
Ordinary Shares upon the exercise of the Warrants in accordance with the Warrant Documents), such Ordinary Shares will be validly
issued, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the
register of members (shareholders). |
| 3.3 | The execution, delivery and performance of the Unit Certificates and the Warrant Documents have
been authorised by and on behalf of the Company and, once the Warrant Documents have been executed and delivered by a director
or officer of the Company, the Warrant Documents will be duly executed and delivered on behalf of the Company and will constitute
the legal, valid and binding obligations of the Company enforceable in accordance with their terms. |
The opinions expressed above are subject
to the following qualifications:
| 4.1 | The term "enforceable" as used above means that the obligations assumed by the
Company under the Documents are of a type which the courts of the Cayman Islands will enforce. It does not mean that those obligations
will necessarily be enforced in all circumstances in accordance with their terms. In particular: |
| (a) | enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment
of debts or moratorium or other laws of general application relating to or affecting the rights of creditors; |
| (b) | enforcement may be limited by general principles of equity. For example, equitable remedies such
as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy; |
| (c) | some claims may become barred under relevant statutes of limitation or may be or become subject
to defences of set off, counterclaim, estoppel and similar defences; and |
| (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 that jurisdiction. |
| 4.2 | To maintain the Company in good standing with the Registrar of Companies under the laws of the
Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed
by law. |
| 4.3 | Under Cayman Islands law, the register of members (shareholders) is prima facie evidence
of title to shares and this register would not record a third party interest in such shares. However, there are certain limited
circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members
reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained
by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As
far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph
3.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the
basis for an application for an order for rectification of the register of members of the Company, but if such an application were
made in respect of the Company's Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman
Islands court. |
| 4.4 | Except as specifically stated herein, we make no comment with respect to any representations and
warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion letter
or otherwise with respect to the commercial terms of the transactions the subject of this opinion letter. |
| 4.5 | In this opinion letter, the phrase "non-assessable" means, with respect to the Ordinary
Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional
assessments or calls on the Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving
fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may
be prepared to pierce or lift the corporate veil). |
We hereby consent to the filing of this
opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the heading "Legal Matters"
in the prospectus included in the Registration Statement. In providing our 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 thereunder.
This opinion letter is addressed to you
and may be relied upon by you, your counsel and purchasers of Units pursuant to the Registration Statement. This opinion letter
is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
/s/ Maples and Calder
Maples and Calder
Capitol Investment Corp. IV
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
10 August 2017
Maples and Calder
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Dear Sirs
Capitol Investment Corp. IV (the
"Company")
I, being a director of the Company, am
aware that you are being asked to provide a legal opinion (the "Opinion") in relation to certain aspects of Cayman
Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:
| 1 | The Memorandum and Articles remain in full force and effect and are unamended. |
| 2 | The Company has not entered into any mortgages or charges over its property or assets other than
those entered in the register of mortgages and charges of the Company. |
| 3 | The Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including,
without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended,
varied or revoked in any respect. |
| 4 | The authorised share capital of the Company is US$45,100 divided into 400,000,000 Class A ordinary
shares of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference
shares of a par value of US$0.0001 each. The issued share capital of the Company is 10,062,500 Class B ordinary shares, which have
been issued and are fully paid up. |
| 5 | The shareholders of the Company (the "Shareholders") have not restricted the powers
of the directors of the Company in any way. There is no contractual or other prohibition (other than as arising under Cayman Islands
law) binding on the Company prohibiting it from entering into and performing its obligations under the Registration Statement and
any documents in connection therewith. |
| 6 | The directors of the Company at the date of the Resolutions and at the date of this certificate
were and are as follows: L. Dyson Dryden, Mark Ein, Lawrence Calcano, Brooke B. Coburn and Richard C. Donaldson. |
| 7 | The minute book and corporate records of the Company as maintained at its registered office in
the Cayman Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions
filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof)
of the Company (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed
by written resolution or consent, as the case may be. |
| 8 | Prior to, at the time of, and immediately following the approval of the transactions the subject
of the Registration Statement, the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or
will enter, into the transactions the subject of the Registration Statement for proper value and not with an intention to defraud
or wilfully defeat an obligation owed to any creditor or with a view to giving a creditor a preference. |
| 9 | Each director of the Company considers the transactions contemplated by the Registration Statement
to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose
of the Company, in relation to the transactions which are the subject of the Opinion. |
| 10 | To the best of my knowledge and belief, having made due inquiry, the Company is not the subject
of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholders taken any steps
to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver
been appointed over any of the Company's property or assets. |
| 11 | To the best of my knowledge and belief, having made due inquiry, there are no circumstances or
matters of fact existing which may properly form the basis for an application for an order for rectification of the register of
members of the Company. |
| 12 | The Company is not a central bank, monetary authority or other sovereign entity of any state and
is not a subsidiary, direct or indirect, of any sovereign entity or state. |
| 13 | The Registration Statement has been, or will be, authorised and duly executed and delivered by
or on behalf of all relevant parties in accordance with all relevant laws. |
| 14 | No invitation has been or will be made by or on behalf of the Company to the public in the Cayman
Islands to subscribe for any of the Ordinary Shares. |
| 15 | The Ordinary Shares to be issued pursuant to the Registration Statement have been, or will be,
duly registered, and will continue to be registered, in the Company's register of members (shareholders). |
I confirm that you
may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously
notified you in writing personally to the contrary.
Signature: |
/s/ L. Dyson Dryden |
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Name: |
L. Dyson Dryden |
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Title: |
Director |
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