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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/26/22 InterPrivate II Acquisition Corp. S-4/A 57:18M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration Statement HTML 8.85M
- Securities for a Merger
2: EX-5.1 Opinion of Counsel re: Legality HTML 22K
3: EX-8.1 Opinion of Counsel re: Tax Matters HTML 23K
4: EX-23.1 Consent of Expert or Counsel HTML 16K
5: EX-23.2 Consent of Expert or Counsel HTML 16K
7: EX-FILING FEES Filing Fees HTML 47K
6: EX-99.1 Miscellaneous Exhibit HTML 35K
13: R1 Cover Page HTML 33K
14: R2 Condensed Balance Sheet HTML 107K
15: R3 Condensed Balance Sheet (Parentheticals) HTML 39K
16: R4 Condensed Statement of Operations (Unaudited) HTML 80K
17: R5 Condensed Statement of Changes In Stockholders' HTML 71K
Deficit (Unaudited)
18: R6 Condensed Statement of Changes In Stockholders' HTML 19K
Deficit (Unaudited) (Parentheticals)
19: R7 Condensed Statement of Cash Flows (Unaudited) HTML 101K
20: R8 Description of Organization and Business HTML 40K
Operations
21: R9 Summary of Significant Accounting Policies HTML 109K
22: R10 Public Offering HTML 21K
23: R11 Private Placement HTML 21K
24: R12 Related Party Transactions HTML 36K
25: R13 Commitments and Contingencies HTML 27K
26: R14 Stockholders' Deficit HTML 28K
27: R15 Warrants HTML 34K
28: R16 Income Tax HTML 46K
29: R17 Fair Value Measurements HTML 78K
30: R18 Subsequent Events HTML 23K
31: R19 Summary of Significant Accounting Policies HTML 140K
(Policies)
32: R20 Summary of Significant Accounting Policies HTML 72K
(Tables)
33: R21 Income Tax (Tables) HTML 46K
34: R22 Fair Value Measurements (Tables) HTML 68K
35: R23 Description of Organization and Business HTML 55K
Operations (Details)
36: R24 Summary of Significant Accounting Policies HTML 93K
(Details)
37: R25 Summary of Significant Accounting Policies HTML 47K
(Details) - Schedule of basic and diluted net
income (loss) per common share
38: R26 Public Offering (Details) HTML 37K
39: R27 Private Placement (Details) HTML 28K
40: R28 Related Party Transactions (Details) HTML 76K
41: R29 Commitments and Contingencies (Details) HTML 34K
42: R30 Stockholders' Deficit (Details) HTML 43K
43: R31 Warrants (Details) HTML 32K
44: R32 Income tax (Details) HTML 20K
45: R33 Income Tax (Details) - Schedule of net deferred HTML 29K
tax assets
46: R34 Income Tax (Details) - Schedule of provision HTML 37K
(benefit) for income taxes
47: R35 Income Tax (Details) - Schedule of income tax rate HTML 34K
reconciliation percent
48: R36 Fair Value Measurements (Details) HTML 22K
49: R37 Fair Value Measurements (Details) - Schedule of HTML 29K
information about the company's assets that are
measured at fair value
50: R38 Fair Value Measurements (Details) - Schedule of HTML 29K
binomial lattice model for initial measurement of
private placement warrants
51: R39 Fair Value Measurements (Details) - Schedule of HTML 26K
changes in fair value of warrant liabilities
52: R40 Subsequent Events (Detail) HTML 22K
55: XML IDEA XML File -- Filing Summary XML 102K
53: XML XBRL Instance -- d319747ds4a_htm XML 1.03M
54: EXCEL IDEA Workbook of Financial Reports XLSX 104K
9: EX-101.CAL XBRL Calculations -- ipva-20220630_cal XML 84K
10: EX-101.DEF XBRL Definitions -- ipva-20220630_def XML 369K
11: EX-101.LAB XBRL Labels -- ipva-20220630_lab XML 723K
12: EX-101.PRE XBRL Presentations -- ipva-20220630_pre XML 556K
8: EX-101.SCH XBRL Schema -- ipva-20220630 XSD 130K
56: JSON XBRL Instance as JSON Data -- MetaLinks 255± 365K
57: ZIP XBRL Zipped Folder -- 0001193125-22-251383-xbrl Zip 3.60M
| EX-5.1 |
Exhibit 5.1
[●], 2022
InterPrivate II Acquisition Corp.
1350 Avenue of the Americas
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to InterPrivate II Acquisition Corp., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration under the Act of up to [●] shares of Class A common stock, par value $0.0001 per share, of the Company (the “Shares”), issuable pursuant to the Agreement and Plan of Merger, dated as of May 11, 2022 (the “Merger Agreement”), by and among the Company, TMPST Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of the Company, TMPST Merger Sub II LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, and Getaround, Inc., a Delaware corporation.
In connection with the furnishing of this opinion letter, we have examined, considered and relied upon the following documents (collectively, the “Documents”):
| (i) | the Registration Statement; |
| (ii) | the Merger Agreement; |
| (iii) | the Company’s Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on March 4, 2021; |
| (iv) |
| (v) | resolutions of the board of directors of the Company; and |
| (vi) | such other documents and matters of law as we have considered necessary or appropriate for the expression of the opinion contained herein. |
In rendering the opinion set forth below, we have assumed without investigation the genuineness of all signatures and the authenticity of all Documents submitted to us as originals, the conformity to authentic original documents of all Documents submitted to us as copies, the veracity of the Documents, and the legal capacity of all individuals executing any of the Documents. For the purposes of the opinion set forth below, we have also assumed that (i) in connection with the issuance of the Shares, the Company will receive consideration in an amount not less than the aggregate par value of the Shares covered by each such issuance and (ii) before the issuance of the Shares, the conditions to consummating the transactions contemplated by the Business Combination Agreement will have been satisfied or duly waived. As to questions of fact material to the opinion hereinafter expressed, we have relied upon the representations and warranties of the Company made in the Documents.
Based upon the foregoing examination, and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Business Combination Agreement, will be validly issued, fully paid and non-assessable.
The opinion expressed above is limited to the General Corporation Law of the State of Delaware as currently in effect.
Page 2 of 2
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to us in the Registration Statement. In giving this consent, we do not thereby admit that we are included within the category of persons whose consent is required by Section 7 of the Act and the rules and regulations promulgated thereunder. This opinion speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this opinion.
Very truly yours,
GREENBERG TRAURIG, LLP
| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/26/22 | |||
| 5/11/22 | 425, 8-K | |||
| 3/4/21 | 3, 8-K, EFFECT, S-1MEF | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/10/22 Getaround, Inc. S-4/A 5:10M Donnelley … Solutions/FA 11/08/22 Getaround, Inc. S-4/A 10:10M Donnelley … Solutions/FA 10/25/22 Getaround, Inc. S-4/A 10/24/22 6:10M Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/12/22 Getaround, Inc. S-4/A 4:9.8M Donnelley … Solutions/FA 7/08/22 Getaround, Inc. S-4 8:9.8M Donnelley … Solutions/FA 3/31/22 Getaround, Inc. 10-K 12/31/21 54:3.9M EdgarAgents LLC/FA 3/09/21 Getaround, Inc. 8-K:1,3,5,8 3/04/21 13:979K EdgarAgents LLC/FA 2/26/21 Getaround, Inc. S-1/A 19:3.7M EdgarAgents LLC/FA 2/17/21 Getaround, Inc. S-1 12:4.5M EdgarAgents LLC/FA |