Exhibit 5.2
January 10, 2025
Namib Minerals
71 Fort Sreet, PO Box 500,
Grand Cayman, Cayman Islands, KY1-1106
| Re: | Registration Statement of Namib Minerals on Form F-4
File No. 333-283650 |
Ladies and Gentlemen:
We have acted as United States counsel to Namib Minerals, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), in connection with the registration by PubCo with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of 18,576,712 warrants entitling the holder to purchase one ordinary share, par value $0.0001 per share (each, a “PubCo Share”), of PubCo at a price of USD $11.50 per PubCo Share (the “PubCo Warrants”) per PubCo Warrant, pursuant to a Registration Statement on Form F-4, File No. 333-283650, initially filed by PubCo, together with Greenstone Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Greenstone”), as co-registrant, with the Commission on December 6, 2024 (as amended, the “Registration Statement”).
The PubCo Warrants will be governed by the Warrant Agreement, dated September 28, 2021, between Hennessy Capital Investment Corp. VI, a Delaware corporation (“HCVI”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), pursuant to which the original warrants of HCVI (the “Original Warrants”) were issued (the “Original Warrant Agreement”), as modified by a Warrant Assumption Agreement (the “Warrant Assumption Agreement”) to be entered into by and among HCVI, PubCo, and the Warrant Agent. Upon consummation of the business combination contemplated by that certain Business Combination Agreement, dated June 17, 2024 (as amended, the “Business Combination Agreement”), by and among HCVI, PubCo, Greenstone, Midas SPAC Merger Sub Inc., a Delaware corporation, and Cayman Merger Sub Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands, and the execution and delivery of the Warrant Assumption Agreement by the parties thereto, each outstanding Original Warrant will become one PubCo Warrant (the “Assignment and Assumption”).
We have examined the Original Warrant Agreement, the form of Warrant Assumption Agreement, and such other documents, and considered such legal matters, as we have deemed necessary and relevant as the basis for the opinion 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 certain representations of certain officers and employees of PubCo. We have assumed that each of HCVI and the Warrant Agent is validly existing and has duly authorized, executed and delivered the Original Warrant Agreement, will duly authorize, execute, and deliver the Warrant Assumption Agreement, and had and/or has all requisite legal ability to do so. We have also assumed that pursuant to Cayman Islands law, PubCo is validly existing, has the power to execute the Warrant Assumption Agreement and will duly authorize, execute, and deliver the Warrant Assumption Agreement, and has all requisite legal ability to do so.
Greenberg Traurig, LLP n Attorneys at Law n WWW.GTLAW.COM
Namib Minerals
January 10, 2025
Page 2
Based upon the foregoing, we are of the opinion that, upon the consummation of the Assignment and Assumption and performance by all parties of their obligations under the Warrant Assumption Agreement and the Original Warrant Agreement, the PubCo Warrants will constitute valid and legally binding obligations of PubCo enforceable against PubCo in accordance with their terms, except: (a) as 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 relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. With respect to the validity of the PubCo Shares underlying the PubCo Warrants, you have received, and we understand that you are relying upon, the opinion of Appleby (Cayman) Ltd., Cayman Islands counsel to PubCo.
The opinions expressed above are limited to the laws of the State of New York and we have not considered and express no opinion on the effect of any laws or the laws of any other state or jurisdiction, including state and federal laws relating to securities or other federal laws, or the rules and regulations of stock exchanges or any other regulatory body.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.
| | Very truly yours, |
| | |
| | /s/ Greenberg Traurig, LLP |
Greenberg Traurig
