Attached files
| file | filename |
|---|---|
| EX-23.1 - EXHIBIT 23.1 - Newcourt Acquisition Corp | tm219717d10_ex23-1.htm |
| EX-3.2 - EXHIBIT 3.2 - Newcourt Acquisition Corp | tm219717d10_ex3-2.htm |
| S-1/A - S-1/A - Newcourt Acquisition Corp | tm219717-9_s1a.htm |
Exhibit 5.2
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Reed Smith LLP 599 Lexington
Avenue +1 212 521 5400 Fax +1 212 521 5450 reedsmith.com |
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September 7, 2021
Newcourt Acquisition Corp
2201 Broadway, Suite 705
Oakland, CA 94612
Ladies and Gentlemen:
We have acted as special U.S. counsel to Newcourt Acquisition Corp, a Cayman Islands exempted company (the “Company”), in connection with the Registration Statement on Form S-1 (File No. 333-254328) (such registration statement, as amended through the date hereof, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale by the Company (the “Offering”) of (a) up to 23,000,000 units of the Company (the “Units”) (including up to 3,000,000 Units subject to the underwriters’ option to purchase additional Units), each such Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), each Warrant exercisable for the purchase of one Ordinary Share, as set forth in the prospectus included in the Registration Statement (the “Prospectus”), and (b) all Ordinary Shares and all Warrants, in each case, issued as part of the Units. The term “Units” also includes any additional Units (and the underlying securities) that may be issued by the Company pursuant to Rule 462(b) under the Securities Act in connection with the Offering.
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have reviewed originals or copies of the Registration Statement, the Prospectus, the form of Underwriting Agreement (the “Underwriting Agreement”) that is filed as Exhibit 1.1 to the Registration Statement, the form of warrant agreement (the “Warrant Agreement”) proposed to be entered into by the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”) that is filed as Exhibit 4.4 to the Registration Statement, the Specimen Warrant Certificate that is filed as Exhibit 4.3 to the Registration Statement, and the form of Unit certificate filed as Exhibit 4.1 to the Registration Statement, and such other corporate records, agreements and documents of the Company, certificates or comparable documents of public officials and officers of the Company and have made such other investigations as we have deemed necessary as a basis for the opinions set forth below.
In rendering the opinion set forth below, we have assumed.
| a. | the genuineness of all signatures; |
| b. | the legal capacity of natural persons; |
| c. | the authenticity of all documents submitted to us as originals; |
| d. | the conformity to original documents of all documents submitted to us as duplicates or conformed copies; |
| e. | as to matters of fact, the truthfulness of the representations made in certificates or comparable documents of public officials and officers of the Company; |
| f. | the board of directors of the Company or a duly constituted and acting committee of such board of directors will have taken all action necessary to set the public offering price of the Units; |
| g. | the Company (i) is duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has requisite legal status and legal capacity under the laws of the jurisdiction of its organization to perform its obligations under the Units, Warrants and Warrant Agreement, (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its organization in connection with the transactions contemplated by, and the performance of its obligations under, the Units, Warrants and Warrant Agreement, and (iv) has the corporate power and authority to execute, deliver and perform all its obligations under the Units, Warrant and Warrant Agreement; and |
| h. | neither the execution and delivery by the Company of the Units, Warrants and Warrant Agreement nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Units and Warrants (i) conflicts or will conflict with the Amended and Restated Memorandum and Articles of Association of the Company, (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject, (iii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject, (iv) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the Opined-on Law (as defined below)), or (v) requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule, or regulation of any jurisdiction. |
We have not independently established the validity of the foregoing assumptions.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
| 1. | The Units, when issued and sold by the Company in the manner contemplated in the Registration Statement and Prospectus, and in accordance with the terms of the Underwriting Agreement, against payment therefor, and assuming the due authorization, execution and delivery of the Units 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 under the laws of the State of New York, 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 Warrants included in the Units, when the Units are issued and sold by the Company in the manner contemplated in the Registration Statement and Prospectus, and in accordance with the terms of the Underwriting Agreement and the Warrant Agreement, against payment therefor, and assuming the due authorization, execution and delivery of such Warrants by the Warrant Agent, will constitute the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their terms, under the laws of the State of New York, 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). |
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The opinions stated herein are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) public policy considerations which may limit the rights of parties to obtain certain remedies, (ii) any requirement that a claim with respect to any security denominated in other than U.S. dollars (or a judgment denominated in other than U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined in accordance with applicable law, (iii) any provision waiving the right to object to venue in any court; (v) any agreement to submit to the jurisdiction of any federal court; and (iii) governmental authority to limit, delay or prohibit the making of payments outside of the United States or in a foreign currency or currency unit.
Our opinion is limited to the laws of the State of New York (the “Opined-on Law”) and we do not express any opinion herein concerning any other law. We advise you that issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern. This opinion letter speaks only as of its date.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, and the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Reed Smith LLP
REED SMITH LLP
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