as to the General Corporation Law of the State of Delaware (the “DGCL”) and, with respect to the opinions set forth in numbered paragraphs 2, 3 and 4 below, the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
1.When the Exchange Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the applicable holders, and have been issued and delivered by the Company in connection with the redemption or exchange of NuScale LLC Class B Units for shares of Class A Common Stock (and the cancellation of an equivalent number of shares of Class B Common Stock of the Company) in accordance with the Sixth Amended and Restated Limited Liability Company Agreement of NuScale Power, LLC (as amended, the “NuScale LLC Operating Agreement”), the Certificate of Incorporation of the Company and in the manner contemplated by the Registration Statement, the issuance of the Exchange Shares will have been duly authorized by all necessary corporate action of the Company, and the Exchange Shares will be validly issued, fully paid and nonassessable.
2.When the Public Warrant Shares have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the applicable holder of the Public Warrants, and have been issued by the Company upon exercise of the Public Warrants against payment therefor (not less than par value) in the manner contemplated by the Registration Statement and the Public Warrants, the issuance of the Public Warrant Shares will have been duly authorized by all necessary corporate action of the Company, and the Public Warrant Shares will be validly issued, fully paid and nonassessable.
3.When the Private Warrant Shares have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the applicable holder of the Private Placement Warrants, and have been issued by the Company upon exercise of the Private Placement Warrants against payment therefor (not less than par value) in the manner contemplated by the Registration Statement, the Private Placement Warrants and the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company dated November 23, 2020 (the “Warrant Agreement”), the issuance of the Private Warrant Shares will have been duly authorized by all necessary corporate action of the Company, and the Private Warrant Shares will be validly issued, fully paid and nonassessable.
4.The Resale Warrants have been duly authorized by all necessary corporate action of the Company and are the legally valid and binding obligations of the Company, enforceable against the Company in accordance with the terms of the Warrants and the Warrant Agreement.
5.The PIPE Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable.
6.The Founder Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable.
In rendering the foregoing opinions, we have assumed that (i) at or prior to the time of the delivery of any Exchange Shares, Public Warrant Shares, Private Warrant Shares, Private Placement Warrants, PIPE Shares or Founder Shares, as applicable, the Registration Statement will have been declared effective under the Act and that the registration will apply to all of such warrants and shares, and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the offer, sale or issuance of such warrants or shares, as applicable, (ii) none of the Founder Shares become subject to forfeiture pursuant to the