| REEDER & SIMPSON, P.C. | |
| Attorneys-at-Law | |
| | | | |
RRE Commercial Center
P.O. Box 601
Majuro, MH 96960, Marshall Islands | Raymond E. Simpson
53-55 Akti Miaouli, 6th floor
185 36 Piraeus, Greece |
| Telephone: | +692 652 3602 | Telephone: | +30 210 429 3323 |
| Fax: | +692 652 3603 | Fax: | +30 210 941 4790 |
| E-mail: | dreeder@ntamar.net | E-mail: | simpson@otenet.gr |
| | | Mobile phone: | +30 6945 465 173 |
February 6, 2008
BBV Vietnam S.E.A. Acquisition Corp.
61 Hue Lane
Hai Ba Trung District
Hanoi, Vietnam
Ladies and Gentlemen:
We have acted as special Marshall Islands counsel with respect to the Registration Statement on Form S-1 (the “Registration Statement”) filed by BBV Vietnam S.E.A. Acquisition Corp. (the “Company”), a Marshall Islands corporation, under the Securities Act of 1933, as amended (the “Act”), covering (i) 4,500,000 Units, with each Unit consisting of one share of the Company’s common stock, par value $.0001 per share (the “Common Stock”), and warrants to purchase one share of the Company’s Common Stock (the “Warrants”) (ii) up to 675,000 Units (the “Over-Allotment Units”) that the underwriters for whom Ladenburg Thalmann & Co. Inc. and Chardan Capital Markets, LLC are acting as representatives (collectively, the “Underwriters”), will have a right to purchase from the Company to cover over-allotments, if any, (iii) all shares of Common Stock and all Warrants issued as part of the Units and Over-Allotment Units and (iv) all shares of Common Stock issuable upon exercise of the Warrants included in the Units and Over-Allotment Units.
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 of the Company.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the Republic of the Marshall Islands.
2. The Units, the Over-Allotment Units, the Warrants and the Common Stock to be sold to the Underwriters, when issued and sold in accordance with and in the manner described in the plan of distribution set forth in the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.
3. Each of the Warrants constitutes legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent indemnification provisions contained in such documents, if any, may be limited by applicable law and consideration of public policy.
We are opining solely on the laws of the Republic of the Marshall Islands. 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.
| | Very truly yours, |
| | |
| | /s/ Reeder & Simpson, P.C. |
| | Reeder & Simpson, P.C. |
