Exhibit 5.1
55 Hudson Yards | New York, NY 10001-2163
T: 212.530.5000
milbank.com
Hudson Executive Investment Corp.
570 Lexington Avenue, 35th Floor
New York, NY 10022
May 5, 2021
Ladies and Gentlemen:
We have acted as special counsel to Hudson Executive Investment Corp., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-4 of the Company (File No. 333-252638), as amended (the “Registration Statement”), filed with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 129,430,805 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company, issuable pursuant to the Agreement and Plan of Merger, dated January 12, 2021 (the “Merger Agreement”), by and among the Company, Tailwind Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, Tailwind Merger Sub II, LLC, a Delaware limited liability company, and Groop Internet Platform, Inc. (d/b/a “Talkspace”), a Delaware corporation.
In rendering the opinions expressed below, we have examined (i) the form of Second Amended and Restated Certificate of Incorporation filed as Exhibit 3.1 to the Registration Statement, (ii) the Bylaws filed as Exhibit 3.2 to the Registration Statement, (iii) the Registration Statement; (iv) the Merger Agreement, (v) the resolutions of the board of directors of the Company, and (vi) such corporate records, certificates, agreements and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion (such agreements, certificates, records and other documents referred to in clauses (i)-(vi) above, collectively the “Documents”).
In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. As to various questions of fact material to our opinions, we have, when relevant facts were not independently established, relied upon certificates of officers and representatives of the Company and public officials and statements and representations contained in the Registration Statement, the Merger Agreement, and other documents as we have deemed necessary as a basis for such opinions.
For purposes of this opinion we have also assumed that except in each case to the extent specifically set forth below with respect to the Company, each other party to the Documents (as applicable) is duly organized and validly existing under the laws of the jurisdiction of its organization, each such party has full power and authority (corporate or other) to execute, deliver and perform its obligations under such Documents, such Documents have been duly authorized by all necessary action on the part of such parties, such Documents have been duly executed and delivered by such parties and such Documents are the valid, binding and enforceable obligations of such parties. We have also assumed that (i) in connection with the issuance of the Shares, the Company will receive consideration in an amount not less than the aggregate par value of the Shares covered by each such issuance and (ii) before the issuance of the Shares, the conditions to consummating the transactions contemplated by the Merger Agreement will have been satisfied or duly waived.
