Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-1 Registration Statement (General Form) HTML 448K
2: EX-1.1 Underwriting Agreement HTML 248K
3: EX-1.2 Underwriting Agreement HTML 37K
4: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 37K
5: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 94K
6: EX-4.1 Instrument Defining the Rights of Security Holders HTML 22K
7: EX-4.2 Instrument Defining the Rights of Security Holders HTML 23K
8: EX-4.3 Instrument Defining the Rights of Security Holders HTML 25K
9: EX-4.4 Instrument Defining the Rights of Security Holders HTML 113K
10: EX-4.5 Instrument Defining the Rights of Security Holders HTML 98K
11: EX-5.1 Opinion re: Legality HTML 18K
12: EX-10.1 Material Contract HTML 36K
21: EX-10.10 Material Contract HTML 24K
22: EX-10.11 Material Contract HTML 106K
23: EX-10.12 Material Contract HTML 20K
13: EX-10.2 Material Contract HTML 36K
14: EX-10.3 Material Contract HTML 36K
15: EX-10.4 Material Contract HTML 28K
16: EX-10.5 Material Contract HTML 35K
17: EX-10.6 Material Contract HTML 28K
18: EX-10.7 Material Contract HTML 77K
19: EX-10.8 Material Contract HTML 58K
20: EX-10.9 Material Contract HTML 14K
24: EX-23.1 Consent of Experts or Counsel HTML 11K
Reference
is made to the Registration Statement on Form S-1 (“Registration Statement”)
filed by East India Company Acquisition Corp. (“Company”), a Delaware
corporation, under the Securities Act of 1933, as amended (“Act”), covering (i)
6,000,000 Units, with each Unit consisting of one share of the Company’s common
stock (6,000,000 shares), par value $.0001 per share (the “Common Stock”), and
warrants (12,000,000 warrants) (“Warrants”) to purchase two shares of the
Company’s Common Stock (12,000,000 Shares) to EarlyBirdCapital, Inc., the
underwriter (the “Underwriter”), (ii) up to 900,000 Units (the “Over-Allotment
Units”) representing 900,000 shares of Common Stock and 1,800,000 Warrants (to
purchase 1,800,000 shares of Common Stock), which the Underwriter will have
a
right to purchase from the Company to cover over-allotments, if any, (iii)
up to
600,000 Units (the “Purchase Option Units”) representing 600,000 shares of
Common Stock and 1,200,000 Warrants (to purchase 1,200,000 shares of Common
Stock), which the Underwriter will have the right to purchase (“Purchase
Option”) for its own account or that of its designees, (iv) all shares of Common
Stock and all Warrants issued as part of the Units, Over-Allotment Units and
the
Purchase Option Units and (v) all shares of Common Stock issuable upon exercise
of the Warrants included in the Units, Over-Allotment Units and Purchase Option
Units. In addition, the Registration Statement relates to the re-sale by certain
individuals (the “Insiders”) of an aggregate of (A) 120,100 Units (the “Insider
Units”), representing 120,100 shares of Common Stock and 240,200 Warrants (to
purchase 240,200 shares of Common Stock), (B) 685,000 Warrants (to purchase
685,000 shares of Common Stock) (“Insider Warrants”), (C) all shares of Common
Stock and all Warrants issued as part of the Insider Units and (D) all shares
of
Common Stock issuable upon exercise of the Warrants included in the Insider
Units and the Insider Warrants.
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. The
Units, the Over-Allotment Units, the Purchase Option Units, the Warrants and
the
Common Stock to be sold to the Underwriter, when issued and sold in accordance
with and in the manner described in the Registration Statement, will be duly
authorized, validly issued, fully paid and non assessable.
2. The
shares of Common Stock included in the Insider Units, the shares of Common
Stock
issuable upon exercise of the Warrants included in the Insider Units and the
shares of Common Stock issuable upon exercise of the Insider Warrants to be
sold
to the Insiders, when issued and sold in accordance with and in the manner
described in the Subscription Agreements between the Company and such
purchasers, and the Warrants, will be duly authorized, validly issued, fully
paid and non-assessable.
3. Each
of
the Purchase Option, the Insider Warrants and Warrants constitutes legal, valid
and binding obligations of the Company, enforceable against it in accordance
with its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies, and (iii) to the extent indemnification
provisions contained such documents, if any, may be limited by applicable
federal or state law and consideration of public policy.
We
are
opining solely on all applicable statutory provisions of Delaware corporate
law,
including the rules and regulations underlying those provisions, all applicable
provisions of the Delaware Constitution and all applicable judicial and
regulatory determinations. 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.
