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Aldabra Acquisition Corp – IPO: ‘S-1/A’ on 2/1/05 – ‘EX-5.1’

On:  Tuesday, 2/1/05, at 8:25pm ET   ·   As of:  2/2/05   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  950136-5-521   ·   File #:  333-121610

Previous ‘S-1’:  ‘S-1’ on 12/23/04   ·   Latest ‘S-1’:  This Filing   ·   1 Reference:  By:  SEC – ‘UPLOAD’ on 3/11/05

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

 2/02/05  Aldabra Acquisition Corp          S-1/A¶                13:1.0M                                   Capital Systems 01/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML    511K 
                          (General Form)                                         
13: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML     10K 
 2: EX-1.1      Form of Underwriting Agreement                      HTML    157K 
 3: EX-1.2      Form of Selected Dealers Agreement                  HTML     20K 
 4: EX-3.1      Amended & Restated Certificate of Incorporation     HTML     32K 
 5: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML     71K 
 6: EX-4.1      Specimen Unit Certificate                           HTML     11K 
 7: EX-4.3      Specimen Warrant Certificate                        HTML     14K 
 8: EX-4.4      Form of Warrant Agreement                           HTML     55K 
 9: EX-5.1      Opinion of Graubard Miller                          HTML     10K 
10: EX-10.12    Form of Stock Escrow Agreement                      HTML     32K 
11: EX-10.16    Form of Warrant Purchase Agreements                 HTML      9K 
12: EX-23.1     Consent of Goldstein Golub Kessler LLP              HTML      8K 

EX-5.1
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                                 GRAUBARD MILLER
                              THE CHRYSLER BUILDING
                              405 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10174

                                                               January   , 2005

Aldabra Acquisition Corporation
c/o Terrapin Partners LLC
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) 8,000,000 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 1,200,000 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

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

 3/11/05  SEC                               UPLOAD¶     9/22/17    1:11K  Aldabra Acquisition Corp.