Exhibit 5.1
ELLENOFF GROSSMAN & SCHOLE LLP
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
TELEPHONE: (212) 370-1300
FACSIMILE: (212) 370-7889
www.egsllp.com
July 16, 2021
Blue Water Acquisition Corp.
15 E. Putnam Avenue, Suite 363
Greenwich, CT 06830
| Re: | Registration Statement on Form S-4 (File No. 333-256116) |
Ladies and Gentlemen:
We have acted as special counsel to Blue Water Acquisition Corp., a Delaware corporation (the “Company”), in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of April 27, 2021 (the “Merger Agreement”), by and among the Company, Blue Water Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”) and Clarus Therapeutics, Inc., a Delaware corporation (“Clarus”). The transactions contemplated by the Merger Agreement include the merger of Merger Sub with and into Clarus (with Clarus being the surviving entity and continuing as a wholly-owned subsidiary of the Company (the “Business Combination”). As a result of the Business Combination, among other things, all shares of Clarus stock issued and outstanding immediately prior to the effective time of the Business Combination (other than those properly exercising any applicable appraisal rights under Delaware law) will be either converted into the right to receive shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) or else be canceled, retired and terminated without consideration. In connection with the closing of the Business Combination contemplated by the Merger Agreement (the “Closing”), the Company will be renamed “Clarus Therapeutics Holdings, Inc.”
This opinion is being rendered at the request of the Company in connection with the registration by the Company under the above-referenced Registration Statement (together with all amendments thereto as of the date hereof, the “Registration Statement”) filed with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of shares of Common Stock of the Company (the “Securities”).
We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinions hereinafter set forth below. These documents included, without limitation, (i) the Registration Statement; (ii) the form of Second Amended and Restated Certificate of Incorporation of the Company to be effective upon the Closing (the “Second Amended and Restated Certificate of Incorporation”) and (iii) the form of Amended and Restated Bylaws of the Company to be effective upon the Closing.
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 all questions of fact material to these opinions, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.
In addition to the foregoing, for the purpose of rendering our opinions as expressed herein, we have assumed that:
1. The Second Amended and Restated Certificate of Incorporation, in the form thereof filed with the Commission as an annex to the Registration Statement, without alteration or amendment (other than identifying the appropriate date and completing the number of shares authorized for issuance thereunder, as applicable), will be duly authorized and executed and thereafter be duly filed with the Secretary of State of the State of Delaware (the “DE Secretary of State”), in accordance with Section 103 of the Delaware General Corporation Law, that no other certificate or document has been, or prior to the filing of the Second Amended and Restated Certificate of Incorporation will be, filed by or in respect of the Company with the DE Secretary of State and that the Company will pay all fees and other charges required to be paid in connection with the filing of the Second Amended and Restated Certificate of Incorporation; and
2. At and prior to the time of the issuance and delivery of any Securities by the Company pursuant to the Registration Statement, (i) the Registration Statement has been declared effective and no stop order suspending the effectiveness of the Registration Statement has been issued, (ii) the Business Combination and transactions contemplated by the Merger Agreement and the Registration Statement will be consummated in accordance with the terms of the documents pertaining thereto, without any waiver or breach of any material terms or provisions thereof, and that such Business Combination and transactions will have been effective under applicable law and (iii) the stockholders of the Company will have approved the Merger Agreement and the other proposals set forth in the proxy statement/prospectus included in the Registration Statement, which are to be presented and voted upon at the meeting as set forth in the proxy statement/prospectus included in the Registration Statement.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that upon the effectiveness of the Registration Statement, and when issued in the manner and on the terms described in the Registration Statement, the Merger Agreement and the Second Amended and Restated Certificate of Incorporation, the shares of Common Stock will be validly issued, fully paid and non-assessable.
Our opinion herein is expressed solely with respect to the Delaware General Corporation Law. Our opinion is based on these laws as in effect on the date hereof and as of the effective date of the Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should the law be changed by legislative action, judicial decision, or otherwise. We express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any other federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.
We hereby consent to the filing 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 proxy statement/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 Securities Act, or the rules and regulations of the Commission promulgated thereunder.
| | Very truly yours, |
| | |
| | /s/ ELLENOFF GROSSMAN & SCHOLE LLP ELLENOFF GROSSMAN & SCHOLE LLP |
