Attached files

file filename
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND THE INITIAL SHA - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex10-4_tkksymphony.htm
EX-99.5 - CONSENT OF STEPHEN MARKSCHEID - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex99-5_tkksymphony.htm
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1_tkksymphony.htm
EX-99.6 - CONSENT OF ZHE ZHANG - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex99-6_tkksymphony.htm
EX-99.4 - CONSENT OF JAMES HEIMOWITZ - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex99-4_tkksymphony.htm
EX-99.3 - FORM OF COMPENSATION COMMITTEE CHARTER - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex99-3_tkksymphony.htm
EX-99.2 - FORM OF NOMINATING COMMITTEE CHARTER - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex99-2_tkksymphony.htm
EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex99-1_tkksymphony.htm
EX-14 - FORM OF CODE OF ETHICS - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex14_tkksymphony.htm
EX-10.9 - FORM OF INDEMNITY AGREEMENT - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex10-9_tkksymphony.htm
EX-10.8 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND TKK CAPITAL - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex10-8_tkksymphony.htm
EX-10.6 - FORM OF WARRANT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND SYMPHONY HOLDI - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex10-6_tkksymphony.htm
EX-10.3 - FORM OF STOCK ESCROW AGREEMENT BETWEEN THE REGISTRANT, CONTINENTAL STOCK TRANSFE - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex10-3_tkksymphony.htm
EX-10.2 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex10-2_tkksymphony.htm
EX-10.1 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, EARLYBIRDCAPITAL, INC - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex10-1_tkksymphony.htm
EX-5.1 - OPINION OF MAPLES AND CALDER - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex5-1_tkksymphony.htm
EX-4.6 - FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex4-6_tkksymphony.htm
EX-4.5 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex4-5_tkksymphony.htm
EX-4.4 - SPECIMEN RIGHT CERTIFICATE - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex4-4_tkksymphony.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex4-3_tkksymphony.htm
EX-4.2 - SPECIMEN ORDINARY SHARE CERTIFICATE - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex4-2_tkksymphony.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex4-1_tkksymphony.htm
EX-3.2 - FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex3-2_tkksymphony.htm
EX-1.2 - FORM OF BUSINESS COMBINATION MARKETING AGREEMENT BETWEEN THE REGISTRANT AND EARL - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex1-2_tkksymphony.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - GLORY STAR NEW MEDIA GROUP HOLDINGS Ltdfs12018a1ex1-1_tkksymphony.htm

Exhibit 5.2

 

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

 

August 6, 2018

  

TKK Symphony Acquisition Corporation

c/o Texas Kang Kai Capital Management ( Hong Kong) Limited

2039, 2/F United Center,

95 Queensway Admiralty, Hong Kong

 

Re: Registration Statement of TKK Symphony Acquisition Corporation

 

Ladies and Gentlemen:

 

We have acted as United States counsel to TKK Symphony Acquisition Corporation, a Cayman Islands business company (the “Company”) in connection with the registration by the Company with the United States Securities and Exchange Commission (the “Commission”) of up to 23,000,000 units of the Company, including the underwriters’ over-allotment option (collectively the “Units”), with each Unit consisting of one ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), one warrant of the Company to purchase one half of one Ordinary Share (the “Warrant”) and one right (the “Right”) to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination, pursuant to a Registration Statement on Form S-1 initially filed by the Company with the Commission on July 30, 2018 (File No. 333-226423) (as amended, the “Registration Statement”). This opinion is being given in accordance with the Legal Matters section of the Registration Statement, as it pertains to the portions of New York law set forth below.

 

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, we are of the opinion that:

 

1. Units. When the Registration Statement becomes effective under the Securities Act of 1933, as amended (the “Act”), and when the offering is completed as contemplated by the Registration Statement, such Units will be legally binding obligations of the Company enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 

 

2. Warrants. When the Registration Statement becomes effective under the Act and when the Warrants underlying the Units are issued, delivered and paid for as part of the Units, as contemplated by the Registration Statement, such Warrants will be legally binding obligations of the Company enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 

 

 

 

 

3. Rights. When the Registration Statement becomes effective under the Act and when the Rights underlying the Units are issued, delivered, and paid for as part of the Units, as contemplated by the Registration Statement, such Rights will be legally binding obligations of the Company enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

 

Notwithstanding anything in this letter which might be construed to the contrary, our opinions expressed herein are limited to the laws of the State of New York. We express no opinion with respect to the applicability to, or the effect on, the subject transaction of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state other than the State of New York. The opinion expressed herein is based upon the law of the State of New York in effect on the date hereof and as of the effective date of the Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should such law be changed by legislative action, judicial decision, or otherwise. Except as expressly set forth in our opinion above: (i) we express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof, and (ii) we express no opinion as to compliance with any other federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

 

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. This opinion is given as of the effective date of the Registration Statement, and we are under no duty to update the opinions contained herein. 

 

Very truly yours,

 

/s/ Ellenoff Grossman & Schole LLP

 

Ellenoff Grossman & Schole LLP