Attached files

file filename
EX-10.14 - FORM OF LETTER AGREEMENT BETWEEN NISUN INVESTMENT HOLDING LIMITED, OUR SPONSOR, - Brilliant Acquisition Corpfs12020a1ex10-14_brilliant.htm
S-1/A - REGISTRATION STATEMENT - Brilliant Acquisition Corpfs12020a1_brilliantacq.htm
EX-99.3 - NOMINATING COMMITTEE CHARTER - Brilliant Acquisition Corpfs12020a1ex99-3_brilliant.htm
EX-99.2 - COMPENSATION COMMITTEE CHARTER - Brilliant Acquisition Corpfs12020a1ex99-2_brilliant.htm
EX-99.1 - AUDIT COMMITTEE CHARTER - Brilliant Acquisition Corpfs12020a1ex99-1_brilliant.htm
EX-23.1 - CONSENT OF MARCUM LLP - Brilliant Acquisition Corpfs12020a1ex23-1_brilliant.htm
EX-14.10 - CODE OF ETHICS - Brilliant Acquisition Corpfs12020a1ex14-10_brilliant.htm
EX-10.13 - PROMISSORY NOTE - Brilliant Acquisition Corpfs12020a1ex10-13_brilliant.htm
EX-10.8 - SECURITIES PURCHASE AGREEMENTS BETWEEN THE COMPANY AND OFFICERS AND DIRECTORS - Brilliant Acquisition Corpfs12020a1ex10-8_brilliant.htm
EX-10.7 - SECURITIES PURCHASE AGREEMENT BETWEEN THE COMPANY AND NISUN INVESTMENT HOLDING L - Brilliant Acquisition Corpfs12020a1ex10-7_brilliant.htm
EX-10.6 - SECURITIES PURCHASE AGREEMENT BETWEEN THE COMPANY AND NEW LIGHTHOUSE INVESTMENT - Brilliant Acquisition Corpfs12020a1ex10-6_brilliant.htm
EX-10.5 - UNIT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND NISUN INVESTMENT HOLDING LIMI - Brilliant Acquisition Corpfs12020a1ex10-5_brilliant.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND THE INITIAL SHA - Brilliant Acquisition Corpfs12020a1ex10-4_brilliant.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Brilliant Acquisition Corpfs12020a1ex10-2_brilliant.htm
EX-10.1 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, EARLYBIRDCAPITAL, INC. AND EACH O - Brilliant Acquisition Corpfs12020a1ex10-1_brilliant.htm
EX-5.1 - OPINION OF CONYERS DILL & PEARMAN - Brilliant Acquisition Corpfs12020a1ex5-1_brilliant.htm
EX-4.6 - FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Brilliant Acquisition Corpfs12020a1ex4-6_brilliant.htm
EX-4.5 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Brilliant Acquisition Corpfs12020a1ex4-5_brilliant.htm
EX-4.4 - SPECIMEN RIGHT CERTIFICATE - Brilliant Acquisition Corpfs12020a1ex4-4_brilliant.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Brilliant Acquisition Corpfs12020a1ex4-3_brilliant.htm
EX-4.2 - SPECIMEN ORDINARY SHARES CERTIFICATE - Brilliant Acquisition Corpfs12020a1ex4-2_brilliant.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Brilliant Acquisition Corpfs12020a1ex4-1_brilliant.htm
EX-3.2 - FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION - Brilliant Acquisition Corpfs12020a1ex3-2_brilliant.htm
EX-3.1 - MEMORANDUM AND ARTICLES OF ASSOCIATION - Brilliant Acquisition Corpfs12020a1ex3-1_brilliant.htm
EX-1.2 - FORM OF BUSINESS COMBINATION MARKETING AGREEMENT - Brilliant Acquisition Corpfs12020a1ex1-2_brilliant.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Brilliant Acquisition Corpfs12020a1ex1-1_brilliant.htm

Exhibit 5.2

 

 

 

June 5, 2020

 

Brilliant Acquisition Corporation

99 Dan Ba Road, C-9

Putuo District, Shanghai

People’s Republic of China 200062

 

Dear Sirs:

 

Reference is made to Amendment No.1 to the Registration Statement on Form S-1 (the “Registration Statement”) filed by Brilliant Acquisition Corporation (the “Company”), a British Virgin Islands company, under the Securities Act of 1933, as amended (the “Act”), covering up to 4,600,000 units of the Company, including the underwriters’ over-allotment option (collectively the “Public Units”), with each Unit consisting of one ordinary share, no par value per share of the Company (an “Ordinary Share”), one right entitling the holder to 1/10 of one Ordinary Share (a “Public Right”), and one warrant to purchase one Ordinary Share of the Company, each whole warrant to purchase one Ordinary Share (a “Public Warrant”).

 

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 and employees of the Company.

 

Based upon the foregoing, we are of the opinion that:

 

1. Public Units. When the Registration Statement becomes effective under the Act and when the offering is completed as contemplated by the Registration Statement, the Public Units will be validly issued, fully paid and non-assessable.

 

2. Ordinary Shares. When the Registration Statement becomes effective under the Act and when the offering is completed as contemplated by the Registration Statement, the Ordinary Shares underlying the Public Units will be validly issued, fully paid and non-assessable.

 

3. Public Rights. When the Registration Statement becomes effective under the Act, and when the Public Rights underlying the Public Units are issued, delivered and paid for as part of the Public Units as contemplated by the Registration Statement, such Public Rights will be validly issued, fully paid and non-assessable and will be legally binding obligations of the Company enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding may be brought.

 

1345 Avenue of the Americas | New York, New York 10105

Tel: 212.590.2328 | Email: wraiti@raitipllc.com | Web: www.raitipllc.com

 

 

 

 

3. Public Warrants. When the Registration Statement becomes effective under the Act, and when the Public Warrants underlying the Public Units are issued, delivered and paid for as part of the Public Units, as contemplated by the Registration Statement, such Public Warrants will be validly issued, fully paid and non-assessable and will be legally binding obligations of the Company enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

 

We are opining solely on all applicable statutory provisions of the Securities Act of 1933, including the rules and regulations underlying those provisions, all applicable judicial and regulatory determinations in connection therewith and, as to the Public Units, Public Rights, and the Public Warrants, as well as the purchase option Units, Rights and Warrants, constituting legally binding obligations of the Company, solely with respect to the laws of the State of New York. Our opinion is based on these laws as in effect on the date hereof and as of the effective date of the Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should the law be changed by legislative action, judicial decision, or otherwise. We express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any other Federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

 

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/ RAITI, PLLC

 

1345 Avenue of the Americas | New York, New York 10105

Tel: 212.590.2328 | Email: wraiti@raitipllc.com | Web: www.raitipllc.com