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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/30/22 LiveWire Group, Inc. S-1/A 102:14M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 4.51M
(General Form)
2: EX-5.1 Opinion of Counsel re: Legality HTML 41K
3: EX-23.1 Consent of Expert or Counsel HTML 28K
4: EX-23.2 Consent of Expert or Counsel HTML 28K
5: EX-FILING FEES Filing Fees HTML 43K
11: R1 Cover Page HTML 44K
12: R2 Combined Balance Sheets HTML 183K
13: R3 Combined Balance Sheets (Parenthetical) HTML 66K
14: R4 Combined Statements of Operations and HTML 134K
Comprehensive Loss
15: R5 Combined Statements of Changes in Equity HTML 125K
16: R6 Condensed Consolidated Statements of Cash Flows HTML 184K
17: R7 Description of Organization and Business HTML 118K
Operations
18: R8 Summary of Significant Accounting Policies Basis HTML 175K
of Presentation
19: R9 Revenue HTML 78K
20: R10 Initial Public Offering HTML 32K
21: R11 Acquisition HTML 48K
22: R12 Income Taxes HTML 110K
23: R13 Additional Balance Sheet Information HTML 99K
24: R14 Product Warranty and Recall Campaigns HTML 59K
25: R15 Employee Retirement and Other Postretirement HTML 42K
Benefits
26: R16 Private Placement HTML 34K
27: R17 Related Party Transactions HTML 125K
28: R18 Commitments and Contingencies Risks and HTML 46K
Uncertainties
29: R19 Stockholders' Equity (Deficit)/Shareholders' HTML 55K
Deficit
30: R20 Derivative Warrant Liabilities HTML 81K
31: R21 Fair Value Measurements HTML 122K
32: R22 Share-Based Awards HTML 50K
33: R23 Intangible Assets HTML 56K
34: R24 Leases HTML 89K
35: R25 New Accounting Standards HTML 42K
36: R26 Geographic Information HTML 48K
37: R27 Subsequent Events HTML 39K
38: R28 Summary of Significant Accounting Policies Basis HTML 238K
of Presentation (Policies)
39: R29 Summary of Significant Accounting Policies Basis HTML 95K
of Presentation (Tables)
40: R30 Fair Value Measurements (Tables) HTML 99K
41: R31 Share-Based Awards (Tables) HTML 40K
42: R32 Intangible Assets (Tables) HTML 57K
43: R33 Leases (Tables) HTML 85K
44: R34 Revenue (Tables) HTML 66K
45: R35 Product Warranty and Recall Campaigns (Tables) HTML 54K
46: R36 Geographic Information (Tables) HTML 44K
47: R37 Related Party Transactions (Tables) HTML 87K
48: R38 Acquisition (Tables) HTML 44K
49: R39 Income Taxes (Tables) HTML 108K
50: R40 Additional Balance Sheet Information (Tables) HTML 97K
51: R41 Description of Organization and Business HTML 260K
Operations- Additional Information (Detail)
52: R42 Summary of Significant Accounting Policies Basis HTML 54K
of Presentation - Summary of Class A Common Stock
Subject to Possible Redemption (Detail)
53: R43 Summary of Significant Accounting Policies Basis HTML 99K
of Presentation - Schedule of Earnings Per Share
Basic And Diluted (Detail)
54: R44 Summary of Significant Accounting Policies Basis HTML 46K
of Presentation - Schedule of Earnings Per Share
Basic And Diluted (Parenthetical) (Detail)
55: R45 Summary of Significant Accounting Policies Basis HTML 121K
of Presentation - Additional Information (Detail)
56: R46 Initial Public Offering - Additional Information HTML 40K
(Detail)
57: R47 Private Placement - Additional Information HTML 52K
(Detail)
58: R48 Related Party Transactions - Additional HTML 183K
Information (Detail)
59: R49 Related Party Transactions - Condensed Financial HTML 42K
Information of Parent Company (Detail)
60: R50 Related Party Transactions - Payable to Related HTML 40K
Party Presented on the Combined Balance Sheets
(Detail)
61: R51 Related Party Transactions - Schedule of Combined HTML 40K
Valuation and Qualifying (Detail)
62: R52 Commitments and Contingencies Risks and HTML 49K
Uncertainties - Additional Information (Detail)
63: R53 Stockholders' Equity (Deficit)/Shareholders' HTML 70K
Deficit - Additional Information (Detail)
64: R54 Derivative Warrant Liabilities - Additional HTML 71K
Information (Detail)
65: R55 Fair Value Measurements - Additional information HTML 56K
(Detail)
66: R56 Fair Value Measurements - Held To Maturity HTML 41K
Securities (Detail)
67: R57 Fair Value Measurements - Summary of Assets And HTML 39K
Liabilities Measured At Fair Value On Recurring
Basis (Detail)
68: R58 Fair Value Measurements - Summary of Fair Value, HTML 44K
Liabilities Measured on Recurring Basis,
Unobservable Input Reconciliation (Detail)
69: R59 Fair Value Measurements - Summary of Fair Value HTML 46K
Measurement Inputs and Valuation Techniques
(Detail)
70: R60 Share-Based Awards - Additional Information HTML 56K
(Detail)
71: R61 Share-Based Awards - Summary of Share-Based HTML 51K
Compensation Arrangements by Share-Based Payment
Award (Detail)
72: R62 Geographic Information - Combined financial HTML 52K
statements are the following amounts relating to
geographic locations (Detail)
73: R63 Revenue - Additional Information (Detail) HTML 33K
74: R64 Revenue - Summary of Revenue Net By Major Source HTML 49K
(Detail)
75: R65 Revenue - Summary of Deferred Revenue Included In HTML 32K
Accrued Liabilities on the Combined Balance Sheets
(Details)
76: R66 Income Taxes - Schedule of Income Tax Provision HTML 60K
(Detail)
77: R67 Income Taxes - Schedule of Components of Loss HTML 40K
Before Income Taxes (Detail)
78: R68 Income Taxes - Schedule of Income Tax Provision HTML 53K
(Benefit) (Detail)
79: R69 Income Taxes - Additional Information (Detail) HTML 33K
80: R70 Income Taxes - Schedule of Deferred Tax Assets and HTML 63K
Liabilities (Detail)
81: R71 Additional Balance Sheet Information - Schedule of HTML 38K
Inventory (Detail)
82: R72 Additional Balance Sheet Information - Schedule of HTML 49K
Property Plant and Equipment Net (Detail)
83: R73 Additional Balance Sheet Information - Schedule of HTML 51K
Accrued liabilities (Detail)
84: R74 Additional Balance Sheet Information - Additional HTML 63K
Information (Detail)
85: R75 Employee Retirement and Other Postretirement HTML 34K
Benefits - Additional Information (Detail)
86: R76 Product Warranty and Recall Campaigns - Summary of HTML 42K
Warranty and Recall Liability (Detail)
87: R77 Product Warranty and Recall Campaigns - Additional HTML 31K
Information (Detail)
88: R78 Acquisition - Summary of Acquisition Date Fair HTML 61K
Value of Assets Acquired And Liabilities Assumed
And The Acquisition Date Measurement was
Determined (Detail)
89: R79 Acquisition - Additional Information (Detail) HTML 53K
90: R80 Intangible Assets - Schedule of Finite-Lived HTML 46K
Intangible Assets (Details)
91: R81 Intangible Assets - Schedule of Finite-Lived HTML 45K
Intangible Assets, Future Amortization Expense
(Detail)
92: R82 Intangible Assets - Additional Information HTML 43K
(Detail)
93: R83 Leases - Summary of Supplemental Balance Sheet HTML 37K
Information Related to Leases (Detail)
94: R84 Leases - Summary of Lessee, Operating Lease, HTML 47K
Liability, Maturity (Detail)
95: R85 Leases - Summary of Supplemental Information HTML 41K
Related to Operating Leases (Detail)
96: R86 Leases - Additional Information (Detail) HTML 41K
97: R87 Subsequent Events - Additional Information HTML 82K
(Detail)
100: XML IDEA XML File -- Filing Summary XML 191K
98: XML XBRL Instance -- d347284ds1a_htm XML 3.43M
99: EXCEL IDEA Workbook of Financial Reports XLSX 242K
7: EX-101.CAL XBRL Calculations -- lvwr-20221025_cal XML 229K
8: EX-101.DEF XBRL Definitions -- lvwr-20221025_def XML 1.30M
9: EX-101.LAB XBRL Labels -- lvwr-20221025_lab XML 1.58M
10: EX-101.PRE XBRL Presentations -- lvwr-20221025_pre XML 1.50M
6: EX-101.SCH XBRL Schema -- lvwr-20221025 XSD 264K
101: JSON XBRL Instance as JSON Data -- MetaLinks 529± 812K
102: ZIP XBRL Zipped Folder -- 0001193125-22-295505-xbrl Zip 724K
| EX-5.1 |
Exhibit 5.1
| 811 Main Street, Suite 3700 | ||||
| Houston, TX 77002 | ||||
| Tel: +1.713.546.5400 Fax: +1.713.546.5401 | ||||
| www.lw.com | ||||
|
FIRM / AFFILIATE OFFICES | |||
| Austin | Milan | |||
| Beijing | Munich | |||
| Boston | New York | |||
| Brussels | Orange County | |||
| Century City | Paris | |||
| November 30, 2022 | Chicago | Riyadh | ||
| Dubai | San Diego | |||
| Düsseldorf | San Francisco | |||
| Frankfurt | Seoul | |||
| Hamburg | Shanghai | |||
| Hong Kong | Silicon Valley | |||
| LiveWire Group, Inc. 3700 West Juneau Avenue |
Houston | Singapore | ||
| London | Tel Aviv | |||
| Los Angeles | Tokyo | |||
| Madrid | Washington, D.C. | |||
| Re: | LiveWire Group, Inc. – Registration Statement on Form S-1 |
To the addressees set forth above:
We have acted as special counsel to LiveWire Group, Inc., a Delaware corporation (the “Company”), in connection with its filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration of (i) the offer and sale from time to time of (a) 225,750,000 outstanding shares (the “Resale Shares”) of common stock, par value $0.0001 per share (the “common stock”), of the Company, in each case, by the selling securityholders named in the Registration Statement and (b) 11,750,000 warrants (the “Resale Warrants”) to acquire shares of common stock, in each case, by the selling securityholders named in the Registration Statement, and (ii) the issuance by the Company of up to 30,490,990 shares of common stock (the “Warrant Shares”) upon the exercise of warrants to purchase shares of common stock (the “Warrants”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus or prospectus supplement (collectively, the “Prospectus”) other than as expressly stated herein with respect to the issue of Resale Shares, the Resale Warrants and the Warrant Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”) and, with respect to the opinions set forth in paragraph 2 below, the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
Page 2
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
| 1. | The Resale Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable. |
| 2. | The Resale Warrants are the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. |
| 3. | When the Warrant Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name of or on behalf of the Warrant holders and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Warrants, the Warrant Shares will have been duly authorized by all necessary corporate action of the Company and will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL. |
Our opinions set forth in numbered paragraph 2 are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) waivers of rights or defenses, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) the creation, validity, attachment, perfection, or priority of any lien or security interest, (f) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (g) waivers of broadly or vaguely stated rights, (h) provisions for exclusivity, election or cumulation of rights or remedies, (i) provisions authorizing or validating conclusive or discretionary determinations, (j) grants of setoff rights, (k) proxies, powers and trusts, (l) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, and (m) the severability, if invalid, of provisions to the foregoing effect.
With your consent, we have assumed (a) that the Warrants and the warrant agreement, dated October 1, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent, relating to the Warrants, have been duly authorized, executed and delivered by the parties thereto other than the Company, (b) that the Warrants and the warrant agreement
Page 3
constitute or will constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms and (c) that the status of the Warrants as legally valid and binding obligations of the parties will not be affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Sincerely, |
| /s/ Latham & Watkins LLP |
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/30/22 | None on these Dates | ||
| 10/1/20 | ||||
| List all Filings | ||||
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