Attached files

file filename
S-1/A - Oxbridge Acquisition Corp.forms-1a.htm
EX-99.3 - Oxbridge Acquisition Corp.ex99-3.htm
EX-99.2 - Oxbridge Acquisition Corp.ex99-2.htm
EX-99.1 - Oxbridge Acquisition Corp.ex99-1.htm
EX-14 - Oxbridge Acquisition Corp.ex14.htm
EX-10.8 - Oxbridge Acquisition Corp.ex10-8.htm
EX-10.7 - Oxbridge Acquisition Corp.ex10-7.htm
EX-10.6 - Oxbridge Acquisition Corp.ex10-6.htm
EX-10.4 - Oxbridge Acquisition Corp.ex10-4.htm
EX-10.3 - Oxbridge Acquisition Corp.ex10-3.htm
EX-10.2 - Oxbridge Acquisition Corp.ex10-2.htm
EX-5.1 - Oxbridge Acquisition Corp.ex5-1.htm
EX-4.4 - Oxbridge Acquisition Corp.ex4-4.htm
EX-4.3 - Oxbridge Acquisition Corp.ex4-3.htm
EX-4.2 - Oxbridge Acquisition Corp.ex4-2.htm
EX-4.1 - Oxbridge Acquisition Corp.ex4-1.htm
EX-3.2 - Oxbridge Acquisition Corp.ex3-2.htm
EX-1.1 - Oxbridge Acquisition Corp.ex1-1.htm

 

Exhibit 5.2

 

 

 

 

ATTORNEYS AT LAW

100 North Tampa Street, Suite 2700
Tampa, FL 33602-5810
P.O. Box 3391

Tampa, FL 33601-3391

813.229.2300 TEL

813.221.4210 FAX

www.foley.com

 

July 29, 2021

 

Oxbridge Acquisition Corp.

Suite 201, 42 Edward Street

Georgetown, Grand Cayman

P.O. Box 469, KY1-9006

Cayman Islands

 

Ladies and Gentlemen:

 

We have acted as United States counsel to Oxbridge Acquisition Corp., a Cayman Islands exempted company (the “Company”), in connection with the Company’s Registration Statement on Form S-1 (File No. 333-257998) (as amended, the “Registration Statement”) initially filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) on July 19 , 2021, relating to the offer and sale of up to 11,500,000 units of the Company, including the underwriters’ over-allotment option (the “Units”), with each Unit consisting of one Class A ordinary share, $0.0001 par value (the “Ordinary Shares”) and one redeemable warrant of the Company (the “Warrants”), each whole Warrant entitling the holder thereof to purchase one Ordinary Share. The Units, the Ordinary Shares, and the Warrants are collectively referred to as the “Securities” herein. 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.

 

In connection with rendering this opinion, 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.

 

Our opinions expressed herein are subject to the following qualifications and exceptions: (i) the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences, and equitable subordination; (ii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law), and (iii) 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 express no opinion as to the enforceability of any indemnification or contribution provision, choice of law provision or as to the enforceability of any provision that may be deemed to constitute liquidated damages.

 

This opinion is limited in all respects to the laws of the State of New York, and we express no opinion as to the laws, statutes, rules or regulations of any other jurisdictions. Our opinion is based on these laws as in effect on the date hereof. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation. 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.

 

AUSTIN

Boston

CHICAGO

dallas

DENVER

DETROIT

houston

JACKSONVILLE

LOS ANGELES

MADISON

MEXICO CITY

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN FRANCISCO

SILICON VALLEY

TALLAHASSEE

TAMPA

WASHINGTON, D.C.

BRUSSELS

TOKYO

 

 

 
 

 

 

 

Oxbridge Acquisition Corp.

July 29, 2021

Page 2

 

Based upon, subject to and limited by the foregoing, we are of the opinion that:

 

1.       Units. When 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, 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.

 

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, 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.

 

It is understood that this opinion is to be used only in connection with the offer, sale, and issuance of the Securities while the Registration Statement is in effect.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

 

  Very truly yours,
   
  /s/ Foley & Lardner LLP
   
  Foley & Lardner LLP