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Contract analysis / legal-opinion-validity-of-shares.docx
legal-opinion-validity-of-shares.docx
High · 0
Medium · 3
Standard · 1
1. Documents Examined
Standard
⚑ Commercial term
1. Documents Examined In connection with the rendering of the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents: (a) The Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on February 13, 2024 (the "Certificate of Incorporation"), which, among ot
2. Assumptions
Medium
⚑ Liability cap to check against exposure
2. Assumptions In rendering the opinions set forth below, we have assumed, with your consent and without independent investigation or verification, the following: (a) The genuineness of all signatures on all documents examined by us (other than the signatures of officers, directors, and authorized representatives of the Company); (b) The authenticity of all documents submitted to us as originals and the conformity to
3. Opinions
Medium
⚑ Notice / time limit to track
3. Opinions Based upon and subject to the foregoing and the qualifications and limitations set forth in Section 4 below, and having regard to such legal considerations as we have deemed relevant, we are of the opinion that: 3.1 Due Incorporation and Valid Existence. The Company is a corporation validly existing and in good standing under the DGCL. We note that, for purposes of this opinion, the concept of "good stand
4. Qualifications and Limitations
Medium
⚑ Forum / governing law
4. Qualifications and Limitations The opinions set forth in Section 3 above are subject to the following qualifications and limitations: (a) Our opinions expressed herein are limited in all respects to the DGCL (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the foregoing), and we do not express any opinion as to the laws of any other jurisdiction, in
5. Reliance and Use
5. Reliance and Use This opinion is rendered solely for the benefit of the addressees hereof (the Underwriters named above) in connection with the transactions contemplated by the Underwriting Agreement and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. This opinion is delivered in connection with, and solely for purposes
6. Consent
6. Consent We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-1 (File No. 333-276841) filed by the Company with the SEC and to the reference to Calderwood & Harkness LLP under the caption "Legal Matters" in the Prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose con