Exhibit 5.2
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 | | | | | | Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas 40th Floor New York, New York 10019-6022 O: 212.999.5800 F: 212.999.5899 |
September 15, 2021
Babylon Holdings Limited
1 Knightsbridge Green
London, SW1X 7QA
United Kingdom
Ladies and Gentlemen:
Babylon Holdings Limited, a company organized under the laws of the Bailiwick of Jersey with registered number 115471 (the “Company”), is filing with the United States Securities and Exchange Commission a Registration Statement on Form F-4 (the “Registration Statement”) for, among other things, the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), warrants to be assumed by the Company (the “Warrants”) originally issued by Alkuri Global Acquisition Corp., a Delaware corporation (“Alkuri”), issued pursuant to a warrant agreement dated as of February 4, 2021 between Continental Stock Transfer & Trust Company, as warrant agent (“Continental”), and Alkuri (the “Warrant Agreement”), pursuant to the Merger Agreement dated as of June 3, 2020 among the Company, Liberty USA Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Alkuri and, solely for purposes of Section 1.08 thereof, each of Alkuri Sponsors LLC and Dr. Ali Parsadoust (the “Merger Agreement”), providing for the merger of Merger Sub with and into Alkuri (the “Merger”).
Upon assumption by the Company of the Warrants at the consummation of the Merger, each Warrant will entitle the warrant holder to subscribe for Class A ordinary shares of $0.0000422573245084686 each in the capital of the Company $0.01 each if, and only if, the reported closing price per ordinary share equals or exceeds $18.00 per share, or $0.10 each if, and only if, the closing price per ordinary share equals or exceeds $10.00 per share, for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the Warrant holders (the “Warrant Shares”). The assumption will be effected by an Assumption Agreement to be entered into among Alkuri, the Company and Continental at the consummation of the Merger substantially in the form attached as Exhibit 4.4 to the Registration Statement (the “Assumption Agreement”).
We, as your counsel, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion. In rendering this opinion, we have relied on the opinion of Walkers (Jersey) LLP, being filed as an exhibit to the Registration Statement, that all necessary corporate action on the part of the Company has been taken under the laws of Jersey to authorize the assumption of the Warrants and the execution of the Assumption Agreement.
AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
