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Supernova Partners Acquisition Company, Inc. | | -2- | | May 28, 2021 |
of the same overall transaction as the First Merger, the proposed merger of Offerpad with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Business Combination”).
We have examined the Registration Statement and each of (i) the Merger Agreement, (ii) the form of the Third Restated Certificate of Incorporation of the Company following consummation of the Business Combination (the “Restated Certificate”), (iii) the form of the Bylaws of the Company following consummation of the Business Combination and (iv) a form of the share certificate for the Shares, each of which has been filed with the Commission as an exhibit to the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We have also assumed that the Restated Certificate is filed with the Secretary of State for the State of Delaware in the form filed with the Commission as an exhibit to the Registration Statement prior to the issuance of any of the Shares.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the issuance of the Shares has been duly authorized by the Company and, when (1) the Restated Certificate has been duly filed with the Secretary of State for