Exhibit 5.1
| 53rd at Third |
| 885 Third Avenue |
| New York, New York 10022-4834 |
| Tel: +1.212.906.1200 Fax: +1.212.751.4864 |
| www.lw.com |
| |
| FIRM / AFFILIATE OFFICES |
| Beijing | Moscow |
| Boston | Munich |
| Brussels | New York |
| Century City | Orange County |
| Chicago | Paris |
| Dubai | Riyadh |
November 20, 2020 | Düsseldorf | San Diego |
| Frankfurt | San Francisco |
RMG Acquisition Corp. | Hamburg | Seoul |
50 West Street, Suite 40-C | Hong Kong | Shanghai |
New York, New York 10006 | Houston | Silicon Valley |
| London | Singapore |
| Los Angeles | Tokyo |
| Madrid | Washington, D.C. |
Re: Registration Statement No. 333-249488 | Milan | |
Ladies and Gentlemen:
We have acted as special counsel to RMG Acquisition Corp., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 95,916,029 shares of common stock, $0.0001 par value per share (the “Shares”), to be issued in connection with the merger contemplated by that certain Agreement and Plan of Merger, dated as of October 5, 2020, by and among the Company, RMG Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Company, and Romeo Systems, Inc., a Delaware corporation (“Romeo”), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of November 18, 2020 (the “Merger Agreement”). The Shares are included in a registration statement on Form S–4 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on October 15, 2020 (Registration No. 333–249488) (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related proxy statement/prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware (the “DGCL”) and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the applicable Romeo shareholders and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Registration Statement and the Merger Agreement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.
