This opinion is being rendered in connection with the registration under the above-referenced Registration Statement of up to (i) 8,596,071 shares of Class A Common Stock (consisting of (a) 8,596,071 shares of Class A Common Stock issuable upon conversion of the 8,596,071 issued and outstanding Ordinary Shares (the “Conversion Shares”), (b) 17,391,304 shares of Class A Common Stock issuable as consideration to holders of AERKOMM common stock (the “Consideration Shares”), (c) 17,391,304 shares of Class D Common Stock of the Company issuable as consideration to holders of AERKOMM common stock (the “Incentive Shares”), and (d) 18,650,000 Akom Inc. Warrants issuable upon conversion of outstanding Warrants.
We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinions set forth below. 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 questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon representations of certain officers of the Company.
Based upon the foregoing, we are of the opinion that:
1. Upon the effectiveness of the Domestication, the Conversion Shares, the Consideration Shares and the Incentive Shares, when issued, will be validly issued, fully paid and non-assessable.
2. Upon the effectiveness of the Domestication, each issued and outstanding AKOM Inc. Warrant will be a valid and binding agreement of AKOM Inc., enforceable against AKOM Inc. in accordance with its terms.
The opinion we express in paragraph 2, above, is based upon a review only of those laws, statutes, rules, ordinances and regulations which, in our experience, a securities lawyer who is a member of the bar of the State of New York and practicing before the Commission exercising customary professional diligence would reasonably recognize as being applicable to the foregoing transactions
The opinion set forth in paragraph 2, above, is subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and (ii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless whether considered in a proceeding in equity or at law.
We express no opinion as to the enforceability of (i) provisions that relate to choice of law, forum selection or submission to jurisdiction (including, without limitation, any express or implied waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent that the validity, binding effector enforceability of any such provision is to be determined by any court other than a state court of the State of New York or (ii) waivers by the Company of any statutory or constitutional rights or remedies. We draw your attention to the fact that, under certain circumstances, the enforceability of terms to the effect that provisions may not be waived or modified except in writing may be limited.
