August 29, 2023
Page 2
In connection with this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of (i) the Original Warrant Agreement, (ii) the form of Warrant Assignment, Assumption and Amendment Agreement, (iii) the Registration Statement and the exhibits thereto, (iv) the Business Combination Agreement, and (v) such other documents, and we have 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 New enGene and enGene. We have assumed that each of the Warrant Agent and FEAC is validly existing, has duly authorized, executed and delivered the Original Warrant Agreement, will duly authorize, execute and deliver the Warrant Assignment, Assumption and Amendment Agreement, and had and/or has all requisite legal ability to do so. We have also assumed that pursuant to the laws of Canada, each of New enGene and enGene is validly existing, has the power to execute the Warrant Assignment, Assumption and Amendment Agreement and issue the New enGene Warrants, and will duly authorize, execute and deliver the Warrant Assignment, Assumption and Amendment Agreement and issue the New enGene Warrants, and has all requisite legal ability to do so.
Based upon the foregoing, we are of the opinion that, when issued as described in the Registration Statement, the New enGene Warrants will be legally binding obligations of New enGene 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.
We are opining solely on the laws of the State of New York. Our opinion is based on these laws as in effect on the date hereof, and we assume no obligation to revise or supplement this opinion 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 international, 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.
|
| Very truly yours, |
|
| /s/ Morgan, Lewis & Bockius LLP |
