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S-1/A - REGISTRATION STATEMENT AMENDMENT NO. 3 - NRX Pharmaceuticals, Inc. | brpa_s1a2.htm |
Exhibit
5.1
Akerman LLP
Three
Brickell City Centre
98
Southeast Seventh Street
Suite
1100
Miami,
FL 33131
T: 305
374 5600
F: 305
374 5095
|
November
20, 2017
Big
Rock Partners Acquisition Corp.
2645 N. Federal Highway
Suite 230
Delray Beach, Florida 33483
Re:
Big
Rock Partners Acquisition Corp.
Registration Statement on Form S-1
(File Number 333-220947)
Registration Statement on Form S-1
(File Number 333-220947)
Ladies
and Gentlemen:
Big
Rock Partners Acquisition Corp., a Delaware corporation (the
“Company”), has filed with
the Securities and Exchange Commission a Registration Statement on
Form S-1, as amended (Registration No. 333-220947) (the
“Registration
Statement”), under the Securities Act of 1933, as
amended (the “Act”). The Registration
Statement relates to the underwritten public offering by the
Company pursuant to an underwriting agreement (the "Underwriting
Agreement") of up to 5,750,000 units of the Company (the
“Units”) (including up to
750,000 Units subject to the Underwriters’ (as defined below)
over-allotment option), each Unit consisting of:
(i)
one share of the Company’s common
stock, par value $0.001 per share (“Common Stock,” and the
shares of Common Stock underlying the Units, the
“Shares”),
for an aggregate of up to 5,750,000 Shares (including up to 750,000
Shares included in the Units subject to the Underwriters’
over-allotment option);
(ii) one
right (“Right”) entitling the
holder to receive one-tenth of one share of Common Stock to be
issued under a Right Agreement (the “Right Agreement”) to be
entered into by the Company and Continental Stock
Transfer & Trust Company (“Continental”), as Right
Agent, pursuant to the terms of the Underwriting Agreement;
and
(iii) one-half
of one warrant (each whole warrant, a “Warrant”) with each
Warrant entitling the holder to purchase one share of Common Stock,
for an aggregate of up to 2,875,000 Warrants (including up to
375,000 Warrants included in the Units subject to the
Underwriters’ over-allotment option) to be issued under a
Warrant Agreement (the “Warrant Agreement”) to be
entered into by the Company and Continental, as Warrant Agent,
pursuant to the terms of the Underwriting
Agreement.
We have
acted as counsel to the Company in connection with the preparation
and filing of the Registration Statement and this opinion is being
furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
We have
examined copies of such corporate records, agreements, documents
and other instruments of the Company and other certificates and
documents of officials of the Company, public officials, and
others, as we have deemed appropriate for purposes of this letter.
We have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents
submitted to us as originals, and the conformity to authentic
original documents of all copies submitted to us as conformed,
certified, or reproduced copies. We have also assumed that
(i) upon sale and delivery of the Units, the Shares, the
Rights and the Warrants, the certificates representing such Units,
Shares, Rights and Warrants will conform to the specimens thereof
filed as exhibits to the Registration Statement and will have been
duly countersigned by the transfer agent and duly registered by the
registrar or, if uncertificated, valid book-entry notations for the
issuance of the Units, the Shares, the Rights and the Warrants in
uncertificated form will have been duly made in the register of the
Company; (ii) at the time of execution, countersigning, issuance,
and delivery of the Rights, the Right Agreement will be a valid and
binding obligation of the Right Agent, enforceable against the
Right Agent in accordance with its terms; and (iii) at the
time of execution, countersigning, issuance, and delivery of the
Warrants, the Warrant Agreement will be a valid and binding
obligation of the Warrant Agent, enforceable against the Warrant
Agent in accordance with its terms. In addition, in providing the
opinions herein, we have relied, with respect to matters related to
the Company’s existence, upon the certificates referenced
above.
akerman.com
Big
Rock Partners Acquisition Corp.
November
20, 2017
Page
2
Based
upon the foregoing, and subject to the assumptions, exceptions,
qualifications, and limitations stated herein, we are of the
opinion that:
1. When
the Underwriting Agreement, the Right Agreement and the Warrant
Agreement have been duly executed and delivered by the respective
parties thereto and the Units, the Shares, the Rights and the
Warrants have been issued and delivered in accordance with the
Underwriting Agreement against payment in full of the consideration
payable therefor as determined by the Board of Directors of the
Company or a duly authorized committee thereof and as contemplated
by the Underwriting Agreement, the Units and the Shares, Rights and
Warrants included in the Units will be duly authorized, validly
issued, fully paid and non-assessable.
2. When
the Underwriting Agreement, the Right Agreement and the Warrant
Agreement have been duly executed and delivered by the respective
parties thereto and the Rights and the Warrants have been duly
executed by the Company and duly countersigned by the Right Agent
and the Warrant Agent, respectively, in accordance with the terms
of the Right Agreement and the Warrant Agreement and delivered to
and paid for by the Underwriters pursuant to the terms of the
Underwriting Agreement, the Units, the Rights and the
Warrants will be valid and binding obligations of the
Company.
The
opinions and other matters in this letter are qualified in their
entirety and subject to the following:
A. We
express no opinion as to the laws of any jurisdiction other than
(i) solely with respect to the Units, Rights and Warrants
constituting legally binding obligations of the Company, the
laws of the State of New York, and (ii) the General
Corporation Law of the State of Delaware. As used herein, the term
“General Corporation Law of the State of Delaware”
includes the statutory provisions contained therein and all
applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting these laws.
B. The
matters expressed in this letter are subject to and qualified and
limited by (i) applicable bankruptcy, insolvency, fraudulent
transfer and conveyance, reorganization, moratorium and similar
laws affecting creditors’ rights and remedies generally; and
(ii) general principles of equity, including without
limitation, concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific
performance or injunctive relief (regardless of whether considered
in a proceeding in equity or at law).
C. This
opinion letter is limited to the matters expressly stated herein
and no opinion is to be inferred or implied beyond the opinions
expressly set forth herein. We undertake no, and hereby disclaim
any, obligation to make any inquiry after the date hereof or to
advise you of any changes in any matter set forth herein, whether
based on a change in the law, a change in any fact relating to the
Company or any other person or any other circumstance.
We
hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption
“Legal Matters” in the prospectus comprising a part of
the Registration Statement. In giving this consent, we do not
thereby admit that we are included within the category of persons
whose consent is required by Section 7 of the Act and the
rules and regulations promulgated thereunder.
Very
truly yours,
/s/
Akerman LLP