SEC Info - Aldabra Acquisition Corp - IPO: ‘S-1’ on 12/23/04

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Aldabra Acquisition Corp – IPO: ‘S-1’ on 12/23/04 – EX-5.1

On: Thursday, 12/23/04, at 4:02pm ET · Accession #: 950136-4-4530 · File #: 333-121610

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/23/04  Aldabra Acquisition Corp          S-1                   28:1.2M                                   Capital Systems 01/FA

Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement                              HTML    500K 
 2: EX-1.1      Form of Underwriting Agreement                      HTML    162K 
 3: EX-1.2      Form of Selected Dealers Agreement                  HTML     23K 
 4: EX-3.1      Certificate of Incorporation                        HTML     24K 
 5: EX-3.1.1    Cert. of Amendment of Certificate of Incorporation  HTML     10K 
 6: EX-3.2      By-Laws                                             HTML     71K 
 7: EX-4.1      Specimen Unit Certificate                           HTML     14K 
 8: EX-4.2      Specimen Common Stock Certificate                   HTML     13K 
 9: EX-4.3      Specimen Warrant Certificate                        HTML     17K 
10: EX-4.4      Form of Warrant Agreement                           HTML     58K 
11: EX-5.1      Opinion of Graubard Miller                          HTML     13K 
12: EX-10.1     Letter Agreement                                    HTML     23K 
21: EX-10.10    Robert Plotkin Letter Agreement                     HTML     19K 
22: EX-10.11    Form of Investment Management Trust Agreement       HTML     39K 
23: EX-10.12    Form of Stock Escrow Agreement                      HTML     35K 
24: EX-10.13    Form of Letter Agreement                            HTML     10K 
25: EX-10.14    Form of Promissory Note                             HTML     17K 
26: EX-10.15    Form of Registration Rights Agreement               HTML     81K 
27: EX-10.16    Form of Warrant Purchase Agreement                  HTML     12K 
13: EX-10.2     Jason Weiss Letter Agreement                        HTML     22K 
14: EX-10.3     Letter Agreement                                    HTML     19K 
15: EX-10.4     Peter Deutsch Letter Agreement                      HTML     20K 
16: EX-10.5     Letter Agreement                                    HTML     19K 
17: EX-10.6     Leight Family                                       HTML     16K 
18: EX-10.7     Jgw Trust Letter Agreement                          HTML     17K 
19: EX-10.8     Terrapin Partners E.P. Letter Agreement             HTML     17K 
20: EX-10.9     Lyla Oyakawa Letter Agreement                       HTML     20K 
28: EX-23.1     Consent of Goldstein Golub Kessler LLP              HTML     10K

EX-5.1 — Opinion of Graubard Miller

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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                                 GRAUBARD MILLER
                                600 THIRD AVENUE
                            NEW YORK, NEW YORK 10016

                                                               December 23, 2004

Aldabra Acquisition Corporation
Rockefeller Center
620 Fifth Avenue
3rd Floor
New York, New York 10020

Dear Sirs:

         Reference is made to the Registration Statement on Form S-1
("Registration Statement") filed by Aldabra Acquisition Corporation ("Company"),
a Delaware corporation, under the Securities Act of 1933, as amended ("Act"),
covering (i) 4,000,000 Units, with each Unit consisting of one share of the
Company's common stock, par value $.0001 per share (the "Common Stock"), and two
warrants, each to purchase one share of the Company's Common Stock (the
"Warrants"), (ii) up to 600,000 Units (the "Over-Allotment Units") which the
Underwriters will have a right to purchase from the Company to cover
over-allotments, if any, (iii) all shares of Common Stock and all Warrants
issued as part of the Units and Over-Allotment Units and (iv) all shares of
Common Stock 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 and employees of the Company.

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

         1. All of the Units, the Over-Allotment Units, the Warrants and the
Common Stock referred to in the first paragraph hereof, when issued and sold in
accordance with and in the manner described in the plan of distribution set
forth in the Registration Statement, will be duly authorized, validly issued,
fully paid and non assessable.

         2. The Warrants constitute legal, valid and binding obligations of the
Company, enforceable against it in accordance with their 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

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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/ Graubard Miller

                                                    Graubard Miller

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Dates Referenced Herein

		Referenced-On Page
This ‘S-1’ Filing	Date	First	Last	Other Filings

Filed on:	12/23/04	2		None on these Dates
				List all Filings

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Filing Submission 0000950136-04-004530 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Aldabra Acquisition Corp – IPO: ‘S-1’ on 12/23/04 – EX-5.1

On: Thursday, 12/23/04, at 4:02pm ET · Accession #: 950136-4-4530 · File #: 333-121610

Previous ‘S-1’: None · Next & Latest: ‘S-1/A’ on 2/2/05

Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1Filing Table of Contents

EX-5.1 — Opinion of Graubard Miller

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein

Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents