Rezolve AI Limited
[•], 2024
Page 2
immediately prior to the Armada Merger Effective Time will cease to be a warrant with respect to Armada Common Stock and will be converted into one Warrant of the Company. The Armada Warrants are governed by the terms of that certain Warrant Agreement, dated as of August 12, 2021, by and Armada and Continental Stock Transfer & Trust Company, a New York corporation, which will be amended by that certain Assignment, Assumption and Amendment Agreement (the “Warrant Assumption Agreement”) in the form included as Annex D to the joint proxy statement/prospectus included in the Registration Statement, to be entered into by and among Armada, the Company and Computershare Investor Services PLC (the “Warrant Agent”). Upon the execution and delivery of the Warrant Assumption Agreement, the obligations of Armada under the Armada Warrant Agreement will be assumed by the Company under the Warrant Assumption Agreement and the Warrants will thereafter be governed by a Warrant Agreement (the “Warrant Agreement”), to be entered into by and among the Company and the Warrant Agent to be effective as of the Armada Merger Effective Time. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the proxy statement/prospectus contained therein, other than as expressly stated herein with respect to the issuance of the Warrants.
As such counsel, we have examined the Registration Statement, including the joint proxy statement/prospectus included therein, the Business Combination Agreement, the Armada Warrant Agreement, the Warrant Assumption Agreement, and the Warrant Agreement (each as or in the forms filed with the Registration Statement) and considered such questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York and we express no opinion with respect to the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies. Various matters concerning the laws of England and Wales are addressed in the opinion of Taylor Wessing LLP, which will be separately filed as Exhibit 5.1 to the Registration Statement. We express no opinion with respect to those matters herein, and, to the extent such matters are necessary to the conclusions expressed herein, we have, with your consent, assumed that the legal conclusions relating to such matters are correct.
Our opinion set forth herein is subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; and (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy. In addition, we express no opinion as to: (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief; (c) waivers of rights or defenses, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; (e) the creation, validity, attachment, perfection, or priority of any lien or security interest; (f) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights; (g) waivers of broadly or vaguely stated rights; (h) provisions for exclusivity, election or cumulation of rights or
