Contract analysis

1. Due Incorporation and Good Standing. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon the certificate of good standing issued by the Secretary of State of the State of Delaware dated June 23, 2021, and the opinion of Beckett & Hale LLP, Delaware counsel to the Company, dated June

2. Corporate Power and Authority. The Company has the corporate power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents and to issue and sell the Firm Units (and, if the Over-Allotment Option is exercised, the Option Units) as described in the Registration Statement and the Prospectus. The Company has the corporate power and authority to own, lease, and operate its

3. Due Authorization, Execution, and Delivery. Each of the Transaction Documents has been duly authorized by all necessary corporate action on the part of the Company, has been duly executed and delivered by the Company, and constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Qualifications (as defined below in

4. Valid Issuance of Class A Common Stock. The shares of Class A Common Stock included in the Firm Units (20,000,000 shares) have been duly authorized and, when issued, delivered, and paid for in accordance with the terms of the Underwriting Agreement at the public offering price of $10.00 per Unit, will be validly issued, fully paid, and non-assessable. The authorized capital stock of the Company, as set forth in th

5. Valid Issuance of Public Warrants. The Public Warrants included in the Firm Units (10,000,000 whole warrants, based on the inclusion of one-half of one redeemable warrant per Firm Unit) have been duly authorized and validly issued. The Public Warrants constitute valid and binding obligations of the Company, enforceable against the Company in accordance with the terms of the Warrant Agreement, subject to the Enforc

6. Valid Issuance of Founder Shares. The 5,750,000 shares of Class B Common Stock (the "Founder Shares") issued to the Sponsor on February 10, 2021, for an aggregate purchase price of $25,000 (approximately $0.004 per share) have been duly authorized, validly issued, and are fully paid and non-assessable. Such Founder Shares are subject to forfeiture of up to 750,000 shares in the event that the Over-Allotment Option

7. No Violation. The execution, delivery, and performance by the Company of each of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance and sale of the Firm Units, the application of the proceeds therefrom, and the deposit of the gross proceeds of the Offering into the trust account established pursuant to the Trust Agreement, do not and will not: (a) violat

8. No Required Consents. No consent, approval, authorization, order, filing, registration, or qualification of or with any federal or New York State governmental authority or regulatory body is required for the execution, delivery, and performance by the Company of the Transaction Documents or for the offer and sale of the Units, except: (a) such as have been obtained or made under the Securities Act, including the d

9. Effectiveness of Registration Statement. The Registration Statement (Registration No. 333-254891) has become effective under the Securities Act. To our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceedings for that purpose have been instituted or are pending or, to our knowledge, threatened by the Commission. Any required filing of

10. Non-Investment Company Status. The Company is not, and immediately after giving effect to the Offering (including the receipt and deposit of the gross proceeds of $200,000,000 from the sale of the Firm Units into the trust account at Continental Dunmore Financial, account number TA-2021-07834, in accordance with the terms and provisions of the Trust Agreement, and the investment of such proceeds in Permitted Inve