Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A - OceanTech Acquisitions I Corp. | tm218375d3_s1a.htm |
| EX-23.1 - EXHIBIT 23.1 - OceanTech Acquisitions I Corp. | tm218375d3_ex23-1.htm |
| EX-10.8 - EXHIBIT 10.8 - OceanTech Acquisitions I Corp. | tm218375d3_ex10-8.htm |
| EX-10.6 - EXHIBIT 10.6 - OceanTech Acquisitions I Corp. | tm218375d3_ex10-6.htm |
| EX-10.4 - EXHIBIT 10.4 - OceanTech Acquisitions I Corp. | tm218375d3_ex10-4.htm |
| EX-10.3 - EXHIBIT 10.3 - OceanTech Acquisitions I Corp. | tm218375d3_ex10-3.htm |
| EX-10.1 - EXHIBIT 10.1 - OceanTech Acquisitions I Corp. | tm218375d3_ex10-1.htm |
| EX-4.4 - EXHIBIT 4.4 - OceanTech Acquisitions I Corp. | tm218375d3_ex4-4.htm |
| EX-4.1 - EXHIBIT 4.1 - OceanTech Acquisitions I Corp. | tm218375d3_ex4-1.htm |
| EX-3.2 - EXHIBIT 3.2 - OceanTech Acquisitions I Corp. | tm218375d3_ex3-2.htm |
| EX-1.1 - EXHIBIT 1.1 - OceanTech Acquisitions I Corp. | tm218375d3_ex1-1.htm |
Exhibit 5.1
 |
Chrysler Center 666 Third Avenue New York, NY 10017 212-935-3000 www.mintz.com |
April 27, 2021
OceanTech Acquisitions I Corp.
515 Madison Avenue
New York, NY 10022
Ladies and Gentlemen:
We have acted as legal counsel to OceanTech Acquisitions I Corp., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-1 (the “Registration Statement”), pursuant to which the Company is registering the offer and sale under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 11,500,000 units of the Company (the “Units”), including up to an additional 1,500,000 Units subject to the underwriters’ option, with each Unit consisting of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”) and one redeemable warrant, entitling the holder thereof to purchase one share of Common Stock (the “Warrants”).
The Units are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and between the Company and the underwriters named therein that is filed as Exhibit 1.1 to the Registration Statement. This opinion is being rendered in connection with the filing of the Registration Statement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.
In connection with this opinion, we have examined the Company’s Certificate of Incorporation and By Laws, each as currently in effect, and the form of the Underwriting Agreement; such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant; and the Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.
Our opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Units, the Warrants or the Common Stock under the securities or blue sky laws of any state or any foreign jurisdiction.
| BOSTON | LONDON | LOS ANGELES | NEW YORK | SAN DIEGO | SAN FRANCISCO | WASHINGTON |
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:
| 1. | The Units, when delivered to and paid for by the underwriters in accordance with the terms of the Underwriting Agreement, and assuming the due authorization, execution and delivery thereof by Continental Stock Transfer & Trust Company, as transfer agent, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). |
| 2. | The Common Stock included in the Units, when the Units are delivered to and paid for by the underwriters in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable. |
| 3. | The Warrants included in the Units, when the Units are delivered to and paid for by the underwriters in accordance with the terms of the Underwriting Agreement, and assuming the due authorization, execution and delivery of such Warrants by Continental Stock Transfer & Trust Company, as the warrant agent, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). |
We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act and to reference the firm’s name under the caption “Legal Matters” in the prospectus which forms part of the Registration Statement, and we hereby consent thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, | ||
| /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | ||
| Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |