Exhibit 5.1
GRAUBARD MILLER
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
July 21, 2021
Alpine Acquisition Corporation
10141 N. Canyon View Lane
Fountain Hills, Arizona 85268
Dear Sirs:
Reference is made to the Registration Statement on Form S-1 (“Registration Statement”) filed by Alpine Acquisition Corporation (“Company”), a Delaware corporation, under the Securities Act of 1933, as amended (“Securities Act”), covering up to 11,500,000 units of the Company, including the units subject to the underwriters’ over-allotment option (collectively the “Public Units”), with each Unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (“Public Share”), and one-half of one warrant of the Company (“Public Warrant”), each whole Public Warrant to purchase one share of Common Stock.
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.
Based upon the foregoing, we are of the opinion that:
1. Public Units. When the Registration Statement becomes effective under the Securities Act and when the Public Units are issued, delivered, and paid for, as contemplated by the Registration Statement, such Public Units will be validly issued, fully paid and non-assessable.
2. Public Shares. When the Registration Statement becomes effective under the Securities Act and the Public Shares are issued, delivered and paid for as part of the Public Units, as contemplated by the Registration Statement, the Public Shares will be validly issued, fully paid and non-assessable.
3. Public Warrants. When the Registration Statement becomes effective under the Securities Act, and when the Public Warrants are issued, delivered and paid for as part of the Public Units, as contemplated by the Registration Statement, such Public Warrants will be validly issued, fully paid and non-assessable and will be 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 relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
4. Warrant Shares. When the Registration Statement becomes effective under the Securities Act, and when the Public Warrants are issued, delivered and paid for as part of the Public Units, the shares of Common Stock issuable upon exercise of such Public Warrants, when issued and sold in accordance with and in the manner described in the Registration Statement and Warrants, will be duly authorized, 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 Public Units and the Public Warrants constituting legally binding obligations of the Company, 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 and as of the effective date of the Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should the law be changed by legislative action, judicial decision, or otherwise. We express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any other 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 Securities Act, or the rules and regulations promulgated thereunder.
| | Very truly yours, |
| | |
| | /s/ Graubard Miller |
