between McDermott Will & Emery LLP and NCAC, in connection with payment of Business Combination transaction expenses, (vi) 150,000 Common Shares that the Company is contractually bound to issue pursuant to that certain fee modification agreement, dated as of January 26, 2024, by and among the Company, Psyence Biomed II Corp., a corporation existing under the laws of Ontario, Canada, and Ellenoff Grossman & Schole LLP, in connection with payment of certain fees, (vii) 21,000 Common Shares that were issued pursuant to that certain amendment to engagement letter, dated as of January 25, 2024, by and between NCAC and RNA Advisors, LLC, and (viii) 3,000,000 shares issued by the Company to Newcourt SPAC Sponsor LLC (the “Sponsor”) upon the closing of the Business Combination in exchange for shares of NCAC originally issued for a nominal fee in a private placement prior to NCAC’s initial public offering;
| (2) | the resale by the Selling Securityholders of 570,000 warrants to purchase Common Shares, each warrant exercisable for one Common Share at a price of $11.50, subject to adjustment, which were originally issued as part of placement units sold in connection with NCAC’s initial public offering at a price of $10.00 per placement unit (the “Private Warrants”); and |
| (3) | the issuance by the Company of up to 13,070,000 Common Shares upon the exercise of outstanding warrants at an exercise price of $11.50 per Common Share. |
This opinion letter is furnished to you at your request to enable you to fulfill the requirements, in connection with the Registration Statement, of Item 601(b)(5) of Regulation S-K promulgated by the Commission.
We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below including, without limitation: (i) the Registration Statement, as amended to date; (ii) the Certificate of Incorporation and Amended and Restated Bylaws of the Company, each as amended to date; (iii) the Warrant Agreement, dated as of October 19, 2021, by and between NCAC and Continental Stock Transfer & Trust Company (the “Warrant Agreement”); and (iv) records of meetings and consents of the Board of Directors of the Company provided to us by the Company. 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 certain representations of certain officers of the Company.
Based upon and subject to the foregoing, we are of the opinion that the Private Warrants are legally binding obligations of the Company enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable
