Attached files

file filename
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - GoGreen Investments Corpfs12021a1_gogreeninvestment.htm
EX-99.9 - CONSENT OF ROBERT HVIDE MACLEOD - GoGreen Investments Corpfs12021a1ex99-9_gogreeninv.htm
EX-99.8 - CONSENT OF LIVIA MAHLER - GoGreen Investments Corpfs12021a1ex99-8_gogreeninv.htm
EX-99.7 - CONSENT OF GREG HILL - GoGreen Investments Corpfs12021a1ex99-7_gogreeninv.htm
EX-99.6 - CONSENT OF NEREIDA FLANNERY - GoGreen Investments Corpfs12021a1ex99-6_gogreeninv.htm
EX-99.5 - CONSENT OF NEHA PALMER - GoGreen Investments Corpfs12021a1ex99-5_gogreeninv.htm
EX-99.4 - CONSENT OF DENNIS MCGINN - GoGreen Investments Corpfs12021a1ex99-4_gogreeninv.htm
EX-99.3 - FORM OF NOMINATING & GOVERNANCE COMMITTEE CHARTER - GoGreen Investments Corpfs12021a1ex99-3_gogreeninv.htm
EX-99.2 - FORM OF COMPENSATION COMMITTEE CHARTER - GoGreen Investments Corpfs12021a1ex99-2_gogreeninv.htm
EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - GoGreen Investments Corpfs12021a1ex99-1_gogreeninv.htm
EX-23.1 - CONSENT OF CITRIN COOPERMAN & COMPANY LLP - GoGreen Investments Corpfs12021a1ex23-1_gogreeninv.htm
EX-14 - FORM OF CODE OF ETHICS - GoGreen Investments Corpfs12021a1ex14_gogreeninv.htm
EX-10.8 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT, BY AND BETWEEN THE REGISTRANT AND GOG - GoGreen Investments Corpfs12021a1ex10-8_gogreeninv.htm
EX-10.7 - FORM OF INDEMNITY AGREEMENT - GoGreen Investments Corpfs12021a1ex10-7_gogreeninv.htm
EX-10.6 - FORM OF PLACEMENT UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND GOGREEN - GoGreen Investments Corpfs12021a1ex10-6_gogreeninv.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURIT - GoGreen Investments Corpfs12021a1ex10-4_gogreeninv.htm
EX-10.3 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - GoGreen Investments Corpfs12021a1ex10-3_gogreeninv.htm
EX-10.2 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND THE REGISTRANT'S SECURITYHOLDE - GoGreen Investments Corpfs12021a1ex10-2_gogreeninv.htm
EX-5.1 - OPINION OF MAPLES AND CALDER (HONG KONG) LLP, CAYMAN ISLANDS LEGAL COUNSEL TO TH - GoGreen Investments Corpfs12021a1ex5-1_gogreeninv.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - GoGreen Investments Corpfs12021a1ex4-4_gogreeninv.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - GoGreen Investments Corpfs12021a1ex4-3_gogreeninv.htm
EX-4.2 - SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE - GoGreen Investments Corpfs12021a1ex4-2_gogreeninv.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - GoGreen Investments Corpfs12021a1ex4-1_gogreeninv.htm
EX-3.2 - AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION - GoGreen Investments Corpfs12021a1ex3-2_gogreeninv.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - GoGreen Investments Corpfs12021a1ex1-1_gogreeninv.htm

Exhibit 5.2

 

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

 

June 29, 2021

  

GoGreen Investments Corporation

1021 Main St., Suite #1960

Houston, TX 77002

 

Re: Registration Statement of GoGreen Investments Corporation

 

Ladies and Gentlemen:

 

We have acted as United States counsel to GoGreen Investments Corporation, a Cayman Islands exempt company (the “Company”) in connection with the registration by the Company with the United States Securities and Exchange Commission (the “Commission”) of up to 28,750,000 units of the Company, including the underwriters’ over-allotment option (collectively the “Units”), with each Unit consisting of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”) and one-third of one warrant of the Company, each whole warrant exercisable to purchase one Ordinary Share (the “Warrant”), pursuant to a Registration Statement on Form S-1 (File No. 333-256781) initially filed by the Company with the Commission on June 4, 2021 (as amended, the “Registration Statement”). This opinion is being given in accordance with the Legal Matters section of the Registration Statement, as it pertains to the portions of New York law set forth below.

 

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. UnitsWhen the Registration Statement becomes effective under the Securities Act of 1933, as amended (the “Act”), and when the offering is completed as contemplated by the Registration Statement, the Units 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; (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; and (d) we express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law provided for in the Warrant Agreement.

 

 

 

2. Warrants. When the Registration Statement becomes effective under the Act and when the Warrants underlying the Units are issued, delivered and paid for as part of the Units, as contemplated by the Registration Statement, such Warrants 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; (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; (d) we express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law provided for in the Warrant Agreement; and (e) we have assumed the Exercise Price (as defined in the Warrant Agreement) will not be adjusted to an amount below the par value per share of the Ordinary Shares.

 

Notwithstanding anything in this letter which might be construed to the contrary, our opinion herein is expressed 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. Where our opinions expressed herein refer to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. Our opinions expressed herein are limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Not in limitation of the foregoing, we are not rendering any opinion as to the 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. This opinion is given as of the effective date of the Registration Statement, and we are under no duty to update the opinions contained herein.

   

  Very truly yours,
   
  /s/ Ellenoff Grossman & Schole LLP 
  Ellenoff Grossman & Schole LLP