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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/02/18 Abpro Corp S-1/A 13:6.2M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.28M
(General Form)
2: EX-1.1 Underwriting Agreement HTML 204K
3: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 16K
4: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 30K
5: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 131K
6: EX-5.1 Opinion re: Legality HTML 13K
10: EX-10.14 Material Contract HTML 82K
11: EX-10.15 Material Contract HTML 344K
12: EX-10.16 Material Contract HTML 148K
7: EX-10.4 Material Contract HTML 124K
8: EX-10.5 Material Contract HTML 94K
9: EX-10.6 Material Contract HTML 52K
13: EX-23.1 Consent of Experts or Counsel HTML 7K
| EX-5.1 |
EXHIBIT 5.1
| +1 212 479 6722 |
Abpro Corporation
68 Cummings Park Drive
Ladies and Gentlemen:
You have requested our opinion, as counsel to Abpro Corporation, a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement (No. 333-224241) on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the “Prospectus”), covering an underwritten public offering of up to 4,600,000 shares (the “Shares”) of the Company’s common stock, par value $0.001, including up to 600,000 Shares that may be sold pursuant to the exercise of an option to purchase additional shares.
In connection with this opinion, we have (i) examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Company’s Third Amended and Restated Certificate of Incorporation and By-laws, each as currently in effect, (c) the Company’s Amended and Restated Certificate of Incorporation, filed as Exhibit 3.4 to the Registration Statement, and the Company’s Amended and Restated Bylaws, filed as Exhibit 3.6 to the Registration Statement, each of which is to be in effect immediately following the closing of the offering contemplated by the Registration Statement and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below and (ii) assumed that before the Shares are sold the Board of Directors of the Company or a duly constituted pricing committee thereof will have taken action to set the sales price of the Shares. We have undertaken no independent verification with respect to such matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued against payment therefor as described in the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.
We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
| By: | ||
| Daniel I. Goldberg |
COOLEY LLP 1114 AVENUE OF THE AMERICAS NEW YORK, NY 10036
T: (212) 479-6000 F: (212) 479-6275 COOLEY.COM
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 5/2/18 | CORRESP | ||
| List all Filings | ||||