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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/09/21 Aeva Technologies, Inc. S-1 112:11M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-1 Registration Statement (General Form) HTML 1.57M 2: EX-5.1 Opinion of Counsel re: Legality HTML 33K 3: EX-23.1 Consent of Expert or Counsel HTML 30K 4: EX-23.2 Consent of Expert or Counsel HTML 30K 11: R1 Cover HTML 59K 12: R2 Consolidated Balance Sheets HTML 158K 13: R3 Consolidated Statements of Operations HTML 33K (Parenthetical) 14: R4 Consolidated Balance Sheets (Parenthetical) HTML 65K 15: R5 Consolidated Statements of Operations HTML 108K 16: R6 Consolidated Statements of Changes in HTML 38K Stockholders' Equity (Parenthetical) 17: R7 Consolidated Statements of Convertible Preferred HTML 138K Stock and Stockholders' Equity (Deficit) 18: R8 Consolidated Statements of Cash Flows HTML 188K 19: R9 Description of Organization and Business HTML 48K Operations 20: R10 Restatement of Previously Issued Financial HTML 132K Statements 21: R11 Liquidity and Going Concern HTML 35K 22: R12 Summary of Significant Accounting Policies HTML 67K 23: R13 Public Offering HTML 33K 24: R14 Private Placement HTML 34K 25: R15 Related Party Transactions HTML 42K 26: R16 Commitments and Contingencies HTML 64K 27: R17 Private Warrants HTML 33K 28: R18 Stockholders' Equity HTML 54K 29: R19 Income Tax HTML 62K 30: R20 Fair Value Measurements HTML 89K 31: R21 Subsequent Events HTML 40K 32: R22 Description of Business and Summary of Significant HTML 88K Accounting Policies 33: R23 Reverse Capitalization HTML 55K 34: R24 Revenue HTML 51K 35: R25 Inventories HTML 37K 36: R26 Property, Plant and Equipment HTML 43K 37: R27 Other Current Assets HTML 38K 38: R28 Other Current Liabilities HTML 37K 39: R29 Earnings (Loss) Per Share HTML 47K 40: R30 Stock-based Compensation HTML 65K 41: R31 Segment Information HTML 38K 42: R32 Description of Business and Summary of Significant HTML 200K Accounting Policies (Policies) 43: R33 Restatement of Previously Issued Financial HTML 130K Statements (Tables) 44: R34 Summary of Significant Accounting Policies HTML 57K (Tables) 45: R35 Income Tax (Tables) HTML 63K 46: R36 Fair Value Measurements (Tables) HTML 61K 47: R37 Description of Business and Summary of Significant HTML 35K Accounting Policies (Tables) 48: R38 Reverse Capitalization (Tables) HTML 48K 49: R39 Revenue (Tables) HTML 47K 50: R40 Financial Instruments (Tables) HTML 76K 51: R41 Inventories (Tables) HTML 38K 52: R42 Property, Plant and Equipment (Tables) HTML 42K 53: R43 Other Current Assets (Tables) HTML 38K 54: R44 Other Current Liabilities (Tables) HTML 37K 55: R45 Capital Structure (Tables) HTML 40K 56: R46 Earnings (Loss) Per Share (Tables) HTML 65K 57: R47 Stock-based Compensation (Tables) HTML 68K 58: R48 Commitments and Contingencies (Tables) HTML 39K 59: R49 Description of Organization and Business HTML 68K Operations - 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EX-5.1 |
Exhibit 5.1
Aeva Technologies, Inc.
555 Ellis Street
Mountain View, California 94043
Re: | Securities Registered under Registration Statement on Form S-1 |
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-1 (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration by Aeva Technologies, Inc., a Delaware corporation (the “Company”) of up to 182,111,147 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), which includes (i) up to 169,268,147 shares of Common Stock (the “Selling Securityholder Shares”) to be sold by the selling securityholders listed in the Registration Statement under “Selling Securityholders” (the “Selling Securityholders”) and (ii) up to 12,459,000 shares of Common Stock (the “Warrant Shares”) that may be issued upon exercise of outstanding warrants to purchase Common Stock (the “Warrants”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that:
1. The Selling Securityholder Shares have been duly authorized and validly issued and are fully paid and non-assessable.
2. Assuming a sufficient number of authorized but unissued shares of Common Stock are available for issuance when the Warrants are exercised, the Warrant Shares, when and if issued upon exercise of the Warrants in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours, |
/s/ GOODWIN PROCTER LLP |
This ‘S-1’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 6/9/21 | S-8 | ||
6/8/21 | 8-K/A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/10/22 Aeva Technologies, Inc. POS AM 5/09/22 2:403K Donnelley … Solutions/FA 3/23/22 Aeva Technologies, Inc. POS AM 3/22/22 2:402K Donnelley … Solutions/FA 6/22/21 Aeva Technologies, Inc. S-1/A 6/21/21 2:87K Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/18/21 Aeva Technologies, Inc. 8-K:1,2,3,5 3/12/21 14:1.2M Donnelley … Solutions/FA 2/16/21 Aeva Technologies, Inc. 424B3 2/12/21 1:17M EdgarAgents LLC/FA 1/14/21 Aeva Technologies, Inc. S-4/A 13:17M EdgarAgents LLC/FA 12/03/20 Aeva Technologies, Inc. S-4 10:16M EdgarAgents LLC/FA 2/06/20 Aeva Technologies, Inc. 8-K:1,5,9 2/03/20 12:806K EdgarAgents LLC/FA 1/24/20 Aeva Technologies, Inc. S-1/A 23:3.2M EdgarAgents LLC/FA |