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- S-4 Registration of securities issued in business combination transactions
- 5.1 Opinion of Goodwin Procter LLP
- 10.3 Form of Subscription Agreement
- 10.6 Distribution Agreement, Dated June 25, 2018, by and Between Fresenius Medical Care Holdings, Inc. and Humacyte, Inc
- 10.6 First Amendment to Distribution Agreement, Dated October 2, 2019, by and Between Fresenius Medical Care Holdings, Inc. and Humacyte, Inc
- 10.6 Second Amendment to Distribution Agreement, Effective As of February 16, 2021, by and Between Fresenius Medical Care Holdings, Inc. and Humacyte, Inc
- 10.7 Exclusive License Agreement, Dated February 25, 2014, by and Between Yale University and Humacyte, Inc
- 10.8 Exclusive License Agreement, Dated August 13, 2019, by and Between Yale University and Humacyte, Inc
- 10.9 Exclusive License Agreement, Dated August 25, 2019, by and Between Yale University and Humacyte, Inc
- 10.10 Exclusive Patent License Agreement, Dated March 14, 2006, Between Duke University and Humacyte, Inc
- 10.10 First Amendment to Exclusive Patent License Agreement, Dated February 25, 2011, Between Duke University and Humacyte, Inc.
- 10.10 Second Amendment to Exclusive Patent License Agreement, Dated April 24, 2014, Between Duke University and Humacyte, Inc
- 10.10 Third Amendment to Exclusive Patent License Agreement, Dated June 26, 2015, Between Duke University and Humacyte, Inc
- 10 Fourth Amendment to Exclusive Patent License Agreement, Dated January 2, 2018, Between Duke University and Humacyte, Inc
- 10.10 Fifth Amendment to Exclusive Patent License Agreement, Dated December 31, 2019, Between Duke University and Humacyte, Inc
- 10.11 Supply Agreement, Dated January 9, 2014, Between Seracare Life Sciences, Inc. and Humacyte, Inc
- 10.11 First Amendment to Supply Agreement, Dated October 12, 2018, Between Seracare Life Sciences, Inc. and Humacyte, Inc
- 10.12 Supply Agreement, Dated August 31, 2015, Between Confluent Medical Technologies (Formerly Known As Biomedical Structures LLC) and Humacyte, Inc
- 10.13 Executive Employment Agreement, Dated February 3, 2021, Between Laura Niklason, M.D., PH.D. and Humacyte, Inc
- 10.14 Executive Employment Agreement, Dated June 19, 2018, Between Jeffrey Lawson, M.D. and Humacyte, Inc
- 10.14 Amendment to Executive Employment Agreement, Dated February 3, 2021, Between Jeffrey Lawson, M.D. and Humacyte, Inc
- 10.15 Executive Employment Agreement, Dated October 8, 2018, Between Douglas Blankenship and Humacyte, Inc
- 10.16 Executive Employment Agreement, Dated September 13, 2019, Between Heather Prichard, PH.D. and Humacyte, Inc
- 10.18 Humacyte, Inc. 2005 Stock Option Plan
- 10.18 First Amendment of Humacyte, Inc. 2005 Stock Option Plan, Dated March 31, 2008
- 10.18 Second Amendment of Humacyte, Inc. 2005 Stock Option Plan, Dated October 28, 2011
- 10.18 Third Amendment of Humacyte, Inc. 2005 Stock Option Plan, Dated November 22, 2013
- 10.18 Form of Incentive Stock Option Agreement Under Humacyte, Inc. 2005 Stock Option Plan
- 10.18 Form of Nonstatutory Stock Option Agreement Under Humacyte, Inc. 2005 Stock Option Plan
- 10.19 Humacyte, Inc. 2015 Omnibus Incentive Plan
- 10.19 First Amendment to Humacyte, Inc. 2015 Omnibus Incentive Plan, Dated February 23, 2018
- 10.19 Second Amendment to Humacyte, Inc. 2015 Omnibus Incentive Plan, Dated June 6, 2018
- 10.19 Form of Incentive Stock Option Agreement Under Humacyte, Inc. 2015 Omnibus Incentive Plan
- 10.19 Form of Nonstatutory Stock Option Agreement Under Humacyte, Inc. 2015 Omnibus Incentive Plan
- 10.20 Annual Bonus Plan
- 10.22 Lease Agreement, Dated December 31, 2015, Between Are-nc Region No. 5, LLC and Humacyte, Inc
- 10.22 First Amendment to Lease, Dated September 30, 2016, Between Are-nc Region No. 5, LLC and Humacyte, Inc
- 10.22 Second Amendment to Lease, Dated February 8, 2017, Between Are-nc Region No. 5, LLC and Humacyte, Inc
- 10.22 Third Amendment to Lease, Dated April 21, 2017, Between Are-nc Region No. 5, LLC and Humacyte, Inc
- 10.22 Fourth Amendment to Lease, Dated October 31, 2017, Between Are-nc Region No. 5, LLC and Humacyte, Inc
- 21.1 Subsidiaries of Alpha Healthcare Acquisition Corp
- 23.2 Consent of Marcum LLP
- 23.3 Consent of Pricewaterhousecoopers LLP
- 99.3 Consent of Laura E. Niklason, M.D., PH.D
- 99.4 Consent of Brady W. Dougan
- 99.5 Consent of Emery N. Brown, M.D., PH.D
- 99.6 Consent of Kathleen Sebelius
- 99.7 Consent of Max Wallace, J.D
- 99.8 Consent of Susan Windham-bannister, PH.D
- 5 Aug 21 EFFECT Notice of effectiveness
- 4 Aug 21 424B3 Prospectus supplement
- 2 Aug 21 S-4/A Registration of securities issued in business combination transactions (amended)
- 23 Jul 21 S-4/A Registration of securities issued in business combination transactions (amended)
- 1 Jul 21 S-4/A Registration of securities issued in business combination transactions (amended)
- 14 Jun 21 S-4/A Registration of securities issued in business combination transactions (amended)
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23 Mar 21 S-4 Registration of securities issued in business combination transactions
- 23 Jul 21 Registration of securities issued in business combination transactions (amended)
- 1 Jul 21 Registration of securities issued in business combination transactions (amended)
- 14 Jun 21 Registration of securities issued in business combination transactions (amended)
- 23 Mar 21 Registration of securities issued in business combination transactions
Exhibit 5.1
March 22, 2021
Alpha Healthcare Acquisition Corp.
1177 Avenue of the Americas, 5th Floor
New York, New York 10036
Re: | Securities Registered under Registration Statement on Form S-4 |
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-4 (File No. 333-________) (as amended or supplemented, the “Registration Statement”), including the proxy statement/prospectus forming a part thereof, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Alpha Healthcare Acquisition Corp., a Delaware corporation (the “Company”) of up to 95,000,000 shares (the “Shares”) of the Company’s Class A Common Stock, $0.0001 par value per share, to be issued by the Company pursuant to the terms of the Business Combination Agreement, dated as of February 17, 2021 (as may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among the Company, Hunter Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, and Humacyte, Inc., a Delaware corporation (“Humacyte”). Unless otherwise indicated, each capitalized term used herein has the meaning ascribed to it in the Registration Statement.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery in exchange for the outstanding shares of capital stock of Humacyte, in accordance with the terms of the Business Combination Agreement, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not 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 thereunder.
Very truly yours, | |
/s/ Goodwin Procter LLP 3/22/2021 | |
GOODWIN PROCTER LLP |