Attached files

file filename
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Agrico Acquisition Corp.fs12021a1ex10-2_agricoacq.htm
EX-10.10 - FORM OF INDEMNIFICATION AGREEMENT - Agrico Acquisition Corp.fs12021a1ex10-10_agricoacq.htm
EX-99.6 - CONSENT OF BRIAN ZATARAIN - Agrico Acquisition Corp.fs12021a1ex99-4_agricoacq.htm
EX-99.3 - NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER - Agrico Acquisition Corp.fs12021a1ex99-3_agricoacq.htm
EX-99.2 - COMPENSATION COMMITTEE CHARTER - Agrico Acquisition Corp.fs12021a1ex99-2_agricoacq.htm
EX-99.1 - AUDIT COMMITTEE CHARTER - Agrico Acquisition Corp.fs12021a1ex99-1_agricoacq.htm
EX-23.1 - CONSENT OF MARCUM LLP - Agrico Acquisition Corp.fs12021a1ex23-1_agricoacq.htm
EX-14 - CODE OF ETHICS - Agrico Acquisition Corp.fs12021a1ex14_agricoacq.htm
EX-10.9 - FORFEITURE AGREEMENT BETWEEN THE REGISTRANT AND DJCAAC LLC - Agrico Acquisition Corp.fs12021a1ex10-9_agricoacq.htm
EX-10.8 - FORM OF ADMINISTRATIVE SUPPORT AGREEMENT BETWEEN THE REGISTRANT AND DE JONG CAPI - Agrico Acquisition Corp.fs12021a1ex10-8_agricoacq.htm
EX-10.7 - FORM OF SHARE ESCROW AGREEMENT - Agrico Acquisition Corp.fs12021a1ex10-7_agricoacq.htm
EX-10.6 - PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND DJCAAC - Agrico Acquisition Corp.fs12021a1ex10-6_agricoacq.htm
EX-10.5 - SUBSCRIPTION AGREEMENT DATED JANUARY 22, 2021 BETWEEN THE REGISTRANT AND DJCAAC - Agrico Acquisition Corp.fs12021a1ex10-5_agricoacq.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT - Agrico Acquisition Corp.fs12021a1ex10-4_agricoacq.htm
EX-10.3 - PROMISSORY NOTE, DATED AS OF JANUARY 22, 2021 BY THE REGISTRANT TO DJCAAC LLC - Agrico Acquisition Corp.fs12021a1ex10-3_agricoacq.htm
EX-10.1 - FORM OF LETTER AGREEMENT FROM EACH OF THE REGISTRANT'S SPONSOR, INITIAL SHAREHOL - Agrico Acquisition Corp.fs12021a1ex10-1_agricoacq.htm
EX-5.1 - OPINION OF MAPLES AND CALDER (CAYMAN) LLP, CAYMAN ISLANDS LEGAL COUNSEL TO THE R - Agrico Acquisition Corp.fs12021a1ex5-1_agricoacq.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Agrico Acquisition Corp.fs12021a1ex4-4_agricoacq.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Agrico Acquisition Corp.fs12021a1ex4-3_agricoacq.htm
EX-4.2 - SPECIMEN ORDINARY SHARE CERTIFICATE - Agrico Acquisition Corp.fs12021a1ex4-2_agricoacq.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Agrico Acquisition Corp.fs12021a1ex4-1_agricoacq.htm
EX-3.2 - FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION - Agrico Acquisition Corp.fs12021a1ex3-2_agricoacq.htm
EX-3.1 - MEMORANDUM AND ARTICLES OF ASSOCIATION - Agrico Acquisition Corp.fs12021a1ex3-1_agricoacq.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Agrico Acquisition Corp.fs12021a1ex1-1_agricoacq.htm
S-1/A - REGISTRATION STATEMENT - Agrico Acquisition Corp.fs12021a1_agricoacq.htm

Exhibit 5.2

 

Loeb & Loeb LLP

 

345 Park Avenue

New York, NY 10154-1895
Main 212.407.4000
Fax 212.407.4990

 

May 14, 2021

 

Agrico Acquisition Corp.

Boundary Hall, Cricket Square

Grand Cayman, KY1-1102, Cayman Islands

 

Re:Agrico Acquisition Corp.

 

Ladies and Gentlemen:

 

We have acted as counsel to Agrico Acquisition Corp., a Cayman Islands exempted company (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), covering an underwritten public offering of (i) 12,500,000 units (the “Units”), with each Unit consisting of one of the Company’s ordinary shares, $0.001 par value (the “Ordinary Shares”) and one-half of one redeemable warrant (the “Warrants”), each warrant entitling its holder to purchase one Ordinary Share; (ii) up to 1,875,000 Units (the “Over-Allotment Units”) for which the underwriters have been granted an over-allotment option, (iii) all Ordinary Shares and Warrants issued as part of the Units and Over-Allotment Units; and (iv) all Ordinary Shares 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. Because the agreements governing the Warrants, and the Units contain provisions stating that they are to be governed by the laws of the State of New York, we are rendering this opinion as to New York law. We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York. In particular, we do not purport to pass on any matter governed by the laws of the Cayman Islands.

 

Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com

 

For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

 

 

Agrico Acquisition Corp.

May 14, 2021

Page 2

 

Based upon the foregoing, we are of the opinion that each of the Warrants (including the Warrants issuable in connection with the Over-Allotment Units), the Units and the Over-Allotment Units, if and when paid for in accordance with the terms of the underwriting agreement between the Company and Maxim Group LLC, the representative of the underwriters, will constitute the valid and legally binding obligation of the Company, enforceable against it in accordance with its terms.

 

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 U.S. 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,

 

Loeb & Loeb LLP

 

Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com

 

For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.