Exhibit 5.1
April __, 2007
Inter-Atlantic Financial, Inc.
400 Madison Ave.
New York, NY 10017
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-1 (File No.
333-140690), as amended (the "Registration Statement") filed by Inter-Atlantic
Financial, Inc. (the "Company"), a Delaware corporation, under the Securities
Act of 1933, as amended (the "Act"), covering (i) 7,500,000 units, with each
unit consisting of one share of the Company's common stock, par value $.001 per
share (the "Common Stock"), and one warrant, each to purchase one share of the
Company's Common Stock (the "Warrants", and the shares of Common Stock
underlying the Warrants, the "Warrant Shares") to the underwriters for whom
Morgan Joseph & Company, Inc. is acting as representative (collectively, the
"Underwriters"), (ii) up to 1,125,000 Units which the Underwriters will have a
right to purchase from the Company to cover over-allotments, if any, (the
"Over-Allotment Units", collectively with the 7,500,000 units to be sold
pursuant to the terms of the Registration Statement, the "Units"), (iii) up to
8,625,000 shares of Common Stock underlying the Units, (iv) up to 8,625,000
Warrants underlying the Units, (v) up to 8,625,000 Warrant Shares, (vi) up to
525,000 Units (the "PO Units") which Morgan Joseph & Company, Inc. will have the
right to purchase (the "Purchase Option") for its own account or that of its
designees, (vii) up to 525,000 shares of Common Stock and up to 525,000 Warrants
issued as part of the PO Units (the "PO Shares" and the "PO Warrants",
respectively) and (viii) up to 525,000 shares of Common Stock issuable upon
exercise of the Warrants included in the PO Units (the "PO Warrant Shares").
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.
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 the Company.
As to all matters of fact (including factual conclusions and
characterizations and descriptions of purpose, intention or other state of mind)
we have relied entirely upon the certificates of officers of the Company and
have assumed, without independent inquiry, the accuracy of those certificates.
We note that certain of the documents we have reviewed contain
provisions stating that they are to be governed by the laws of the State of New
York (each contractual choice of law clause being referred to as a "Chosen-Law
Provision"). Except to the extent that such a Chosen-Law Provision is made
enforceable by NewYork General Obligations Law Section 5-1401, as applied by a
New York state court, or a federal court sitting in New York and applying New
York choice of law principles, no opinion is given herein as to any Chosen-Law
Provision or otherwise as to the choice of law or internal substantive rules of
law that any court or other tribunal may apply to the transactions contemplated
by the Transaction Documents.
We express no opinion as to the enforceability of any particular
provision of any of the documents we have reviewed relating to or constituting
waivers of rights to object to jurisdiction or venue, consents to jurisdiction
or venue, or waivers of rights to (or methods of) service of process.
Based upon the foregoing, we are of the opinion that:
1. UNITS. When the Registration Statement becomes effective under the
Act and when the offering is completed as contemplated by the Registration
Statement, such Units will be validly issued, fully paid and non-assessable.
2. COMMON STOCK. When the Registration Statement becomes effective
under the Act and when the offering is completed as contemplated by the
Registration Statement, the shares of Common Stock will be validly issued, fully
paid and non-assessable.
3. WARRANTS AND WARRANT SHARES. When the Registration Statement becomes
effective under the Act, when the terms of the warrant agreement under which the
Warrants are to be issued (the "Warrant Agreement") are duly established and the
Warrant Agreement is duly executed and delivered, when the terms of the Warrants
underlying the Units and of their issuance and sale are duly established in
conformity with the Warrant Agreement and when such Warrants are duly executed
and authenticated in accordance with the Warrant Agreement and issued,
delivered, sold
and paid for as part of the Units, as contemplated by the Registration
Statement, such Warrants will be legally binding obligations of the Company in
accordance with its terms, except (a) as such enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally, (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 (collectively,
the "Exceptions") and such Warrants will be duly issued, fully paid and
non-assessable, and the Warrant Shares underlying such Warrants, when duly
issued, delivered, sold and paid for upon exercise of such Warrants, as
contemplated by the Warrant Agreement, such Warrants and the Registration
Statement, will be validly issued, fully paid and non-assessable.
4. PURCHASE OPTION. When the Registration Statement becomes effective
under the Act, when the terms of the Purchase Option and of its issuance and
sale are duly established and the Purchase Option is duly executed and issued,
delivered, sold and paid for, as contemplated by the Registration Statement,
such Purchase Option will be a legally binding obligation of the Company in
accordance with its terms, except for the Exceptions and such Purchase Option
will be validly issued, fully paid and non-assessable.
5. PO UNITS. When the Registration Statement has become effective under
the Act, when the terms of the PO Units and of their issuance and sale are duly
established, and when such PO Units are duly executed and issued, delivered,
sold and paid for upon exercise of the Purchase Option, as contemplated by the
Purchase Option and the Registration Statement, such PO Units will be validly
issued, fully paid and non-assessable.
6. PO SHARES. When the Registration Statement becomes effective under
the Act, the terms of the PO Shares underlying the PO Units and the sale thereof
are duly established, and such PO Shares are duly issued, delivered, sold and
paid for as part of such PO Units, as contemplated by the Purchase Option and
the Registration Statement, the PO Shares will be validly issued, fully paid and
non-assessable.
7. PO WARRANTS AND PO WARRANT SHARES. When the Registration Statement
becomes effective under the Act, when the terms of the Warrant Agreement are
duly established and the Warrant Agreement is duly executed and delivered, when
the terms of the PO Warrants underlying the PO Units and of their issuance and
sale are duly established in conformity with the Warrant Agreement and when such
PO Warrants are duly executed and authenticated in accordance with the Warrant
Agreement and issued, delivered, sold and paid for as part of the PO Units, as
contemplated by the Purchase Option and the Registration Statement, such PO
Warrants will be validly issued, fully paid and non-assessable, and the PO
Warrant Shares underlying such PO Warrants, when duly issued, delivered, sold
and paid for upon exercise of such PO Warrants, as contemplated by the Warrant
Agreement, such PO Warrants and the Registration Statement, will be validly
issued, fully paid and non-assessable.
We are opining solely on all applicable statutory provisions of
Delaware corporate law, including the rules and regulations underlying those
provisions, all applicable provisions of the Delaware Constitution, all
applicable judicial and regulatory determinations in connection therewith and,
as to the Warrants and the Purchase Option constituting legally binding
obligations of the Company, solely with respect to the laws of the State of New
York. Our opinion is based on these laws as in effect on the date hereof. We
express no opinion as to whether the laws of any jurisdiction are applicable to
the subject matter hereof. We are not rendering any opinion as to compliance
with any federal or state law, rule or regulation relating to securities, or to
the sale or issuance thereof.
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. This opinion is given
as of the effective date of the Registration Statement, and we are under no duty
to update the opinions contained herein.
Very truly yours,
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DLA Piper US LLP