NRC GROUP HOLDINGS CORP. - FORM S-1/A - EX-23.1 - CONSENT OF WITHUMSMITH+BROWN, PC - June 21, 2017

Attached files

file filename
EX-5.1 - OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP - NRC GROUP HOLDINGS CORP.fs12017a2ex5i_hennessy.htm
EX-10.6 - THIRD AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT DATED JUNE 20, 20 - NRC GROUP HOLDINGS CORP.fs12017a2ex10vi_hennessy.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURIT - NRC GROUP HOLDINGS CORP.fs12017a2ex10iv_hennessy.htm
EX-10.3 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - NRC GROUP HOLDINGS CORP.fs12017a2ex10iii_hennessy.htm
EX-10.2 - FORM OF LETTER AGREEMENT BETWEEN THE REGISTRANT AND ITS OFFICERS, DIRECTORS AND - NRC GROUP HOLDINGS CORP.fs12017a2ex10ii_hennessy.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - NRC GROUP HOLDINGS CORP.fs12017a2ex4iv_hennessy.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - NRC GROUP HOLDINGS CORP.fs12017a2ex4i_hennessy.htm
EX-3.2 - FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - NRC GROUP HOLDINGS CORP.fs12017a2ex3ii_hennessy.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - NRC GROUP HOLDINGS CORP.fs12017a2ex1i_hennessy.htm
S-1/A - AMENDMENT TO FORM S-1 - NRC GROUP HOLDINGS CORP.fs12017a2_hennessy.htm

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the use in this Registration Statement on Form S-1, Amendment No. 2 of our report dated June 20, 2017, relating to the balance sheet of Hennessy Capital Acquisition Corp. III as of April 4, 2017, and the related statements of operations, changes in stockholder’s equity and cash flows for the period from January 3, 2017 (date of inception) to April 4, 2017, and to the reference to our Firm under the caption “Experts” in the Prospectus.

 

/s/ WithumSmith+Brown, PC  
   
New York, New York  
June 20, 2017  

NRC GROUP HOLDINGS CORP. Reports