Attached files
| file | filename |
|---|---|
| S-1 - Formula Acquisition Corp. | v183119_s1.htm |
| EX-3.2 - Formula Acquisition Corp. | v183119_ex3-2.htm |
| EX-4.1 - Formula Acquisition Corp. | v183119_ex4-1.htm |
| EX-23.1 - Formula Acquisition Corp. | v183119_ex23-1.htm |
| EX-10.1 - Formula Acquisition Corp. | v183119_ex10-1.htm |
| EX-3.1(I) - Formula Acquisition Corp. | v183119_ex3-1i.htm |
| EX-3.1(II) - Formula Acquisition Corp. | v183119_ex3-1ii.htm |
[GERSTEN
SAVAGE LETTERHEAD]
May 3,
2010
Formula
Acquisition Corp.
15
Broad Street, Suite 2624
New
York, NY 10005
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Re:
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Shares to be
registered on Form S-1
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Dear Sir
or Madam:
We have
acted as counsel for Formula Acquisition Corp., a Delaware corporation (the
“Company”), in connection with the registration of up to (i) 1,875,000 Units
(the “Units”), with each Unit consisting of one share of the Company’s common
stock, $0.0001 par value per share (the “Common Stock”) and one warrant to
purchase one share of the Common Stock (the “Warrants”), (ii) all shares of
Common Stock and all Warrants issued as part of the Units, and (iii) all shares
of Common Stock issuable upon exercise of the Warrants included in the Units,
with an aggregate maximum offering price of $15,000,000, described in the
prospectus of the Company dated May 3, 2010 (the “Prospectus”), contained in the
Company’s Registration Statement on Form S-1 (the “Registration
Statement”).
In
connection with this matter, we have examined the originals or copies certified
or otherwise identified to our satisfaction of the following:
(a)
Articles of Incorporation of the Company, as amended to date; (b) By-laws of the
Company, as amended to date; and (c) the Registration Statement and all exhibits
thereto.
In
addition to the foregoing, we have also relied as to matters of fact upon the
representations made by the Company and their representatives. In addition, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to original documents
of all documents submitted to us certified as photostatic copies.
Based on
and in reliance upon the foregoing, and after examination of such corporate and
other records, certificates and other documents and such matters of law as we
have deemed applicable or relevant to this opinion, it is our opinion that the
Units, the Warrants and the Common Stock, when issued and sold as contemplated
by the Registration Statement will be duly authorized, legally issued, fully
paid, and non-assessable under the corporate laws of the State of
Delaware.
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 firm’s name,
Gersten Savage LLP, and of the reference to the opinion and of the use of this
opinion as an exhibit to the Prospectus and the Registration Statement and as
contained in the Registration Statement itself, specifically in the section
captioned “Legal Matters.” In giving this consent, we do not hereby admit that
we come within the category of a person whose consent is required under Section
7 of the Securities Act of 1933, or the general rules and regulations
thereunder.
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Very
truly yours,
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/s/
Gersten Savage LLP
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Gersten
Savage LLP
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