Attached files
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| S-1/A - Cullen Agricultural Holding Corp | v204464_s1a.htm |
| EX-23.1 - Cullen Agricultural Holding Corp | v204464_ex23-1.htm |
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Graubard
Miller
The
Chrysler Building
405
Lexington Avenue
New
York, N.Y. 10174-1901
(212)
818-8800
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facsimile
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direct
dial number
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(212)
818-8881
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December 7, 2010
Cullen
Agricultural Holding Corp.
1431 N.
Jones Plantation Road
Millen,
Georgia 30442
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Re:
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Registration
Statement
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Ladies
and Gentlemen:
Reference
is made to the Registration Statement on Form S-1 (as it may be amended, the
“Registration
Statement”) and prospectus contained therein (the “Prospectus”)
originally filed with the Securities and Exchange Commission on October 25, 2010
by Cullen Agricultural Holding Corp. (“Company”), a Delaware
corporation, under the Securities Act of 1933, as amended (“Securities Act”),
with respect to up to (i) 37,476,148 shares of common stock, par value $.0001
per share (“Common
Stock”), of which 18,676,148 shares (“Shares”) are issued
and outstanding and 18,800,000 shares (“Warrant Shares”) are
issuable upon the exercise of outstanding warrants (“Warrants”), each to
purchase one share of Common Stock, and (ii) 18,800,000 Warrants, to be offered
for resale by certain shareholders of the Company (“Selling
Shareholders”).
We have
examined such documents and considered such legal matters as we have deemed
necessary and relevant as the basis for the opinion set forth below. With
respect to such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as reproduced or
certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.
Based
upon the foregoing, it is our opinion that:
1. The
Shares held by the Selling Shareholders have been duly authorized and legally
issued, and are fully paid and nonassessable.
2. The
Warrants held by the Selling Shareholders have been duly authorized and legally
issued, and are fully paid and nonassessable.
3. The
Warrants constitute legal, valid and binding obligations of the Company,
enforceable against it in accordance with its terms, except (i) as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws
of general application affecting enforcement of creditors’ rights generally and
(ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies.
Cullen
Agricultural Holding Corp.
December
7, 2010
Page
2
4. The
Warrant Shares to be issued by the Company to the Selling Shareholders upon
exercise of the Warrants have been duly authorized and, when issued in
accordance with the applicable governing documents, will be legally issued,
fully paid and nonassessable.
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 use of this
opinion as an exhibit to the Registration Statement, to the use of our name as
your counsel and to all references made to us in the Registration Statement and
in the Prospectus forming a part thereof. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act, or the rules and regulations promulgated
thereunder.
Very
truly yours,
/s/
Graubard Miller