1002-00001 · Pinnacle Venture Fund II LP · Opinions

sc-legal-opinion-10b5-letter.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP Attorneys at Law

900 Third Avenue, 28th Floor New York, NY 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

June 25, 2021

Ridgeline Whitfield Securities LLC As Representative of the Several Underwriters 299 Park Avenue, 31st Floor New York, New York 10171

Halyard Capital Markets Inc. 1251 Avenue of the Americas, 18th Floor New York, New York 10020

Ladies and Gentlemen:

We have acted as counsel to Pinnacle Acquisition Corp. I, a Delaware corporation (the "Company"), and Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Sponsor"), in connection with the initial public offering (the "Offering") by the Company of 20,000,000 units (the "Firm Units"), each Firm Unit consisting of one share of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), and one-half of one redeemable warrant (each whole warrant, a "Public Warrant"), pursuant to the Registration Statement on Form S-1 (Registration No. 333-254891) (as amended through the date hereof, the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), which Registration Statement was declared effective by the Commission on May 24, 2021. This opinion letter is being delivered to you in accordance with the requirements of Section 5(b) of the Underwriting Agreement dated June 22, 2021 (the "Underwriting Agreement") among the Company, the Sponsor, and Ridgeline Whitfield Securities LLC, as representative (the "Representative") of the several underwriters named therein (the "Underwriters").

The Firm Units are being offered and sold pursuant to a prospectus dated May 24, 2021, as supplemented by the prospectus supplement dated June 22, 2021 (together, the "Prospectus"), which forms a part of the Registration Statement. As described in the Registration Statement and the Prospectus, the Underwriting Agreement provides that the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 units (the "Option Units") solely to cover over-allotments, if any (the "Over-Allotment Option"). The Firm Units and any Option Units are referred to collectively herein as the "Units."

In connection with this opinion letter, we have examined and relied upon the following documents, records, certificates, and instruments:

(i) the Registration Statement and the Prospectus, including all exhibits filed therewith and all amendments and supplements thereto through the date hereof;

(ii) the Underwriting Agreement dated June 22, 2021, among the Company, the Sponsor, and Ridgeline Whitfield Securities LLC, as representative of the several Underwriters;

(iii) the Investment Management Trust Agreement dated June 25, 2021 (the "Trust Agreement"), between the Company and Continental Dunmore Financial, a New York banking corporation, as trustee (the "Trustee");

(iv) the Warrant Agreement dated June 25, 2021 (the "Warrant Agreement"), between the Company and Continental Dunmore Financial, as warrant agent (the "Warrant Agent");

(v) the Letter Agreement dated June 25, 2021 (the "Letter Agreement"), among the Company, the Sponsor, Ridgeline Whitfield Securities LLC, and each of the Company's officers and directors, namely Marcus Yuen, Deborah Sinclair, Raymond Holtz, Nadia Petrova, and William K. Ashmore;

(vi) the Registration Rights Agreement dated June 25, 2021 (the "Registration Rights Agreement"), among the Company, the Sponsor, and certain security holders of the Company named therein;

(vii) the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 25, 2021 (the "Charter");

(viii) the Bylaws of the Company, as amended and restated on June 25, 2021 (the "Bylaws");

(ix) resolutions of the Board of Directors of the Company adopted by unanimous written consent dated March 10, 2021, and at a meeting duly called and held on June 21, 2021, relating to the Offering and the transactions contemplated thereby, including the authorization of the issuance and sale of the Units, the execution and delivery of the Transaction Documents (as defined below), and the other matters relating thereto;

(x) a certificate of good standing of the Company issued by the Secretary of State of the State of Delaware dated June 23, 2021;

(xi) a Secretary's Certificate of the Company dated June 25, 2021, executed by Audrey M. Cabot, Secretary of the Company, with a counter-certification by Marcus Yuen, Chairman of the Board and Chief Executive Officer of the Company, certifying as to, among other things, the Charter, the Bylaws, and the resolutions of the Board of Directors referred to in clause (ix) above;

(xii) an Officer's Certificate of the Company dated June 25, 2021, executed by Marcus Yuen, Chairman of the Board and Chief Executive Officer of the Company, and Raymond Holtz, Chief Financial Officer of the Company, certifying as to certain factual matters relevant to the opinions and statements set forth herein; and

(xiii) such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for the purposes of rendering the opinions expressed herein.

The Underwriting Agreement, the Trust Agreement, the Warrant Agreement, the Letter Agreement, and the Registration Rights Agreement are referred to collectively herein as the "Transaction Documents."

Assumptions

In rendering the opinions and providing the statements set forth herein, we have assumed, without independent investigation or verification, the following:

(a) All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies, whether certified or otherwise, conform to the authentic originals of such documents. All signatures on all documents examined by us are genuine, and all documents purporting to have been executed and delivered have in fact been executed and delivered.

(b) Each natural person executing any document reviewed by us in connection with this opinion letter has the legal capacity to do so.

(c) Each party (other than the Company and the Sponsor) to the Transaction Documents has the requisite organizational power and authority and has duly authorized, executed, and delivered such Transaction Documents. Each such party has taken all corporate, partnership, limited liability company, or other organizational action necessary for the due authorization of each Transaction Document to which it is a party and the consummation of the transactions contemplated thereby.

(d) Each Transaction Document constitutes a legal, valid, and binding obligation of each party thereto (other than the Company, as to which we opine below), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general equitable principles.

(e) The transactions described in the Registration Statement and the Prospectus have been and will be consummated in accordance with the terms described therein and in the Transaction Documents, without waiver or modification of any material term or condition thereof. No party to any of the Transaction Documents has taken or will take any action that is inconsistent with its obligations thereunder.

(f) The Company has been, at all relevant times, in compliance with its Charter and Bylaws.

(g) No facts or circumstances not disclosed to us in writing would affect the opinions expressed herein. We have assumed the completeness and accuracy of all representations, warranties, and certifications made by the Company, the Sponsor, and their respective officers and directors in the Transaction Documents, the Officer's Certificate, the Secretary's Certificate, and other documents and instruments reviewed by us.

Opinions

Based upon the foregoing and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that:

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 25, 2021, delivered to the Underwriters pursuant to Section 5(c) of the Underwriting Agreement, and we have made no independent investigation with respect thereto. We note that the foregoing opinion relates only to the corporate existence and good standing of the Company as of the date of such certificate and such opinion and is limited to the status of the Company under the laws of the State of Delaware.

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 properties and to conduct its business as described in the Prospectus. This opinion is based solely upon our review of the Charter, the Bylaws, and the resolutions of the Board of Directors of the Company referred to above, as well as applicable provisions of the General Corporation Law of the State of Delaware.

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 the section entitled "Qualifications, Assumptions, and Limitations" of this opinion letter).

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 the Charter, consists of (a) 110,000,000 shares of Class A Common Stock, par value $0.0001 per share, (b) 10,000,000 shares of Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock"), and (c) 1,000,000 shares of preferred stock, par value $0.0001 per share. We note that, for purposes of this opinion, shares of Class A Common Stock will be deemed "non-assessable" to the extent that the holders thereof will not, by reason of their status as stockholders, be personally liable for obligations of the Company, including any obligation to make additional payments with respect to such shares after payment therefor in accordance with the Underwriting Agreement.

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 Enforceability Qualifications. Each whole Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment as set forth in the Warrant Agreement. The shares of Class A Common Stock issuable upon exercise of the Public Warrants have been duly authorized and reserved for issuance and, when issued upon exercise of the Public Warrants in accordance with the terms of the Warrant Agreement, including payment of the exercise price therefor, will be validly issued, fully paid, and non-assessable.

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 is not exercised in full by the Underwriters, as more fully described in the Registration Statement and the Prospectus.

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) violate, conflict with, or result in a breach of any provision of the Charter or the Bylaws;

(b) violate any federal or New York State statute, law, rule, or regulation applicable to the Company that, in our experience, is normally applicable to transactions of the type contemplated by the Transaction Documents (provided, however, that we express no opinion with respect to any federal or state securities laws, rules, or regulations except as expressly set forth in Opinions 8 and 9 herein, and we express no opinion with respect to any federal or state tax laws, rules, or regulations, environmental laws, rules, or regulations, employee benefit or ERISA-related laws, rules, or regulations, antitrust laws, rules, or regulations, or any other specialized regulatory regime); or

(c) result in a breach of or default under, or the creation of any lien, charge, or encumbrance upon any of the properties or assets of the Company under, any agreement or instrument listed as an exhibit to the Registration Statement.

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 declaration of effectiveness of the Registration Statement by the Commission, and such as have been or may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, without limitation, filings on Form 8-K and other periodic reports required to be filed thereunder;

(b) such as may be required under the rules and regulations of the Financial Industry Regulatory Authority, Inc. ("FINRA"), including any required filing of documents relating to the terms and arrangements of the Offering with FINRA's Corporate Financing Department;

(c) such as have been obtained from the Nasdaq Stock Market LLC in connection with the listing of the Units (ticker symbol: PNACU), the shares of Class A Common Stock (ticker symbol: PNAC), and the Public Warrants (ticker symbol: PNACW) on the Nasdaq Capital Market; and

(d) such as may be required under state securities or "blue sky" laws in connection with the purchase and distribution of the Units by the Underwriters, as to which we express no opinion.

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 the Prospectus pursuant to Rule 424(b) under the Securities Act has been made in the manner and within the time period required by Rule 424(b).

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 Investments (as defined in the Trust Agreement)) will not be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act"), assuming that the Company's activities are and will be limited to those described in the Registration Statement and the Prospectus and in the Charter. In rendering this opinion, we have relied upon the representations and warranties made by the Company in the Officer's Certificate dated June 25, 2021, as well as the description in the Prospectus of the Company's business and operations, including the Company's stated intention to identify and consummate an initial business combination within the time period specified in the Charter and the Trust Agreement. We note that the trust account will hold the proceeds of the Offering for the benefit of the public stockholders of the Company pending the consummation of such initial business combination or the liquidation and dissolution of the Company, and that the proceeds will be invested only in Permitted Investments as defined in the Trust Agreement, which are limited to United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3), and (d)(4) of Rule 2a-7 under the Investment Company Act that invest solely in direct United States government treasury obligations. We have assumed that the Company will operate in a manner consistent with the exemptions from registration under the Investment Company Act as described in the Registration Statement and the Prospectus.

Negative Assurance

In addition to the opinions expressed above, we advise the Underwriters as follows:

We have participated in the preparation of the Registration Statement and the Prospectus, including conferences and discussions with officers and other representatives of the Company, representatives of the Sponsor, representatives of Trask, Worthington & Giordano LLP (the Company's independent registered public accounting firm, PCAOB ID 6241), and representatives of Whitmore & Caldwell LLP (counsel to the Underwriters), with respect to the disclosures contained in the Registration Statement and the Prospectus. We have also reviewed certain corporate records, documents, certificates, and other materials furnished to us for purposes of this opinion letter. Based upon and subject to the foregoing, and subject to the assumptions, qualifications, and limitations set forth herein, we advise the Underwriters that:

(a) Nothing has come to our attention that causes us to believe that the Registration Statement (Registration No. 333-254891), at the time it became effective (May 24, 2021), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

(b) Nothing has come to our attention that causes us to believe that the Prospectus, as of its date (May 24, 2021), as of the date of the prospectus supplement (June 22, 2021), and as of the date hereof (June 25, 2021), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The foregoing statements are made without independent verification of the facts set forth in the Registration Statement and the Prospectus, and without assuming any responsibility for the accuracy, completeness, or fairness of the statements contained therein. We do not represent that we have independently verified the accuracy, completeness, or fairness of the statements contained in the Registration Statement or the Prospectus. Our involvement in the preparation of the Registration Statement and the Prospectus was limited to participation in conferences and discussions and the review of certain drafts and certain documents described above; we have not undertaken, nor are we responsible for, a verification of the information contained in the Registration Statement and the Prospectus.

The foregoing negative assurance does not extend to, and we express no view with respect to:

(i) the financial statements and schedules, and other financial, statistical, or accounting data (including pro forma financial information), or the notes thereto, included in or incorporated by reference into the Registration Statement or the Prospectus, including, without limitation, the balance sheet of the Company as of February 12, 2021, and the related statements of operations, changes in stockholders' equity, and cash flows, together with the notes thereto;

(ii) the report of Trask, Worthington & Giordano LLP, the Company's independent registered public accounting firm, included in the Registration Statement in reliance upon such firm's authority as experts in auditing and accounting;

(iii) the Statement of Eligibility on Form T-1 filed by Continental Dunmore Financial as Trustee under the Trust Agreement, which was filed as an exhibit to the Registration Statement; and

(iv) any XBRL interactive data filed as an exhibit to the Registration Statement.

Qualifications, Assumptions, and Limitations

The opinions and statements set forth in this opinion letter are subject to the following qualifications, assumptions, and limitations:

Enforceability Qualifications. As used in this opinion letter, the term "Enforceability Qualifications" means:

(a) the effect of applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium, receivership, and similar laws affecting or relating to the enforcement of creditors' rights generally, as now or hereafter in effect;

(b) the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing;

(d) the possible unenforceability under certain circumstances of provisions providing for indemnification, contribution, or exculpation that may be contrary to federal or state securities laws or to the public policy underlying such laws; and

(e) the possible requirement that a claim with respect to any Transaction Document governed by the laws of the State of New York and denominated in a currency other than United States dollars (if any) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law.

Jurisdictional Limitation. The opinions expressed herein are limited in all respects to:

(a) the federal laws of the United States of America;

(b) the laws of the State of New York (excluding any conflicts of laws provisions thereof); and

We express no opinion as to the laws of any other jurisdiction, and no opinion expressed herein should be inferred or implied beyond the matters expressly stated herein. With respect to matters of Delaware law (other than the General Corporation Law of the State of Delaware), we have relied upon the opinion of Beckett & Hale LLP (Amanda Chisholm, Partner), Delaware counsel to the Company, dated June 25, 2021, delivered to the Underwriters pursuant to Section 5(c) of the Underwriting Agreement, a copy of which has been provided to the Underwriters. We have assumed, without independent verification, the accuracy and completeness of such opinion and the continuing validity of the factual matters and legal conclusions set forth therein.

Additional Qualifications.

(a) We express no opinion as to the enforceability of any particular provision of the Transaction Documents relating to choice of forum, consent to jurisdiction, jury trial waivers, waiver of service of process, or specific performance, as the enforceability of such provisions may be subject to qualifications under applicable law and the discretion of the court before which any such matter is presented.

(b) We are not rendering any opinion on compliance with federal or state securities laws, rules, or regulations, except as expressly set forth in Opinions 8 and 9 above.

(c) We have made no independent investigation of the factual matters underlying the representations and warranties made by the Company and the Sponsor in the Transaction Documents or in the Officer's Certificate or the Secretary's Certificate. Where our opinions or statements refer to matters "to our knowledge" or of which "we are aware" or words of similar import, such phrase means the actual, present, conscious knowledge of Jennifer Kwon, Claire Dempsey, and Audrey Zhou, the attorneys within Calderwood & Harkness LLP who have had substantive involvement in the representation of the Company and the Sponsor in connection with the Offering, without independent investigation or inquiry beyond the review of the documents and records described herein. We have not conducted any investigation for the purpose of confirming or determining the accuracy of any such facts or representations.

(d) We have not made any independent examination of the title to or valuation of any of the assets or properties of the Company, and we express no opinion with respect thereto.

(e) Our opinions are rendered as of the date hereof, and we assume no obligation to advise the Underwriters or any other person or entity of any change of law, change of fact, or any other matter that may hereafter come to our attention that would alter or affect any opinion or statement contained herein. We undertake no obligation to update or supplement this opinion letter after the date hereof for any reason, whether or not such update or supplement is requested.

Reliance and Use Limitations

This opinion letter is furnished to the Underwriters solely for their benefit in connection with the Offering and is delivered pursuant to Section 5(b) of the Underwriting Agreement. This opinion letter may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent in each instance. No portion of this opinion letter may be quoted, cited, or referred to in any document or communication, or filed with any governmental authority or other regulatory body, without our prior written consent, except as may be required by applicable law or regulation or pursuant to a valid subpoena or other legal process. Notwithstanding the foregoing, Whitmore & Caldwell LLP, as counsel to the Underwriters, may rely upon this opinion letter as if it were addressed to them for purposes of the Offering.

This opinion letter speaks only as of its date and is expressly limited to the matters stated herein. No inference or implication should be drawn as to any matter not expressly addressed herein.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Jennifer Kwon Partner

JK/CD/AZ Enclosures

cc: Pinnacle Acquisition Corp. I (Attn: Marcus Yuen, Chairman and CEO) Pinnacle Venture Fund II LP (Attn: Deborah Sinclair, Managing Partner) Whitmore & Caldwell LLP (Attn: Thomas R. Whitmore, Partner) Beckett & Hale LLP (Attn: Amanda Chisholm, Partner)

CALDERWOOD & HARKNESS LLP Attorneys at Law
900 Third Avenue, 28th Floor New York, NY 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
June 25, 2021
Ridgeline Whitfield Securities LLC As Representative of the Several Underwriters 299 Park Avenue, 31st Floor New York, New York 10171
Halyard Capital Markets Inc. 1251 Avenue of the Americas, 18th Floor New York, New York 10020
Ladies and Gentlemen:
We have acted as counsel to Pinnacle Acquisition Corp. I, a Delaware corporation (the "Company"), and Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Sponsor"), in connection with the initial public offering (the "Offering") by the Company of 20,000,000 units (the "Firm Units"), each Firm Unit consisting of one share of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), and one-half of one redeemable warrant (each whole warrant, a "Public Warrant"), pursuant to the Registration Statement on Form S-1 (Registration No. 333-254891) (as amended through the date hereof, the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), which Registration Statement was declared effective by the Commission on May 24, 2021. This opinion letter is being delivered to you in accordance with the requirements of Section 5(b) of the Underwriting Agreement dated June 22, 2021 (the "Underwriting Agreement") among the Company, the Sponsor, and Ridgeline Whitfield Securities LLC, as representative (the "Representative") of the several underwriters named therein (the "Underwriters").
The Firm Units are being offered and sold pursuant to a prospectus dated May 24, 2021, as supplemented by the prospectus supplement dated June 22, 2021 (together, the "Prospectus"), which forms a part of the Registration Statement. As described in the Registration Statement and the Prospectus, the Underwriting Agreement provides that the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 units (the "Option Units") solely to cover over-allotments, if any (the "Over-Allotment Option"). The Firm Units and any Option Units are referred to collectively herein as the "Units."
In connection with this opinion letter, we have examined and relied upon the following documents, records, certificates, and instruments:
(i) the Registration Statement and the Prospectus, including all exhibits filed therewith and all amendments and supplements thereto through the date hereof;
(ii) the Underwriting Agreement dated June 22, 2021, among the Company, the Sponsor, and Ridgeline Whitfield Securities LLC, as representative of the several Underwriters;
(iii) the Investment Management Trust Agreement dated June 25, 2021 (the "Trust Agreement"), between the Company and Continental Dunmore Financial, a New York banking corporation, as trustee (the "Trustee");
(iv) the Warrant Agreement dated June 25, 2021 (the "Warrant Agreement"), between the Company and Continental Dunmore Financial, as warrant agent (the "Warrant Agent");
(v) the Letter Agreement dated June 25, 2021 (the "Letter Agreement"), among the Company, the Sponsor, Ridgeline Whitfield Securities LLC, and each of the Company's officers and directors, namely Marcus Yuen, Deborah Sinclair, Raymond Holtz, Nadia Petrova, and William K. Ashmore;
(vi) the Registration Rights Agreement dated June 25, 2021 (the "Registration Rights Agreement"), among the Company, the Sponsor, and certain security holders of the Company named therein;
(vii) the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 25, 2021 (the "Charter");
(viii) the Bylaws of the Company, as amended and restated on June 25, 2021 (the "Bylaws");
(ix) resolutions of the Board of Directors of the Company adopted by unanimous written consent dated March 10, 2021, and at a meeting duly called and held on June 21, 2021, relating to the Offering and the transactions contemplated thereby, including the authorization of the issuance and sale of the Units, the execution and delivery of the Transaction Documents (as defined below), and the other matters relating thereto;
(x) a certificate of good standing of the Company issued by the Secretary of State of the State of Delaware dated June 23, 2021;
(xi) a Secretary's Certificate of the Company dated June 25, 2021, executed by Audrey M. Cabot, Secretary of the Company, with a counter-certification by Marcus Yuen, Chairman of the Board and Chief Executive Officer of the Company, certifying as to, among other things, the Charter, the Bylaws, and the resolutions of the Board of Directors referred to in clause (ix) above;
(xii) an Officer's Certificate of the Company dated June 25, 2021, executed by Marcus Yuen, Chairman of the Board and Chief Executive Officer of the Company, and Raymond Holtz, Chief Financial Officer of the Company, certifying as to certain factual matters relevant to the opinions and statements set forth herein; and
(xiii) such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for the purposes of rendering the opinions expressed herein.
The Underwriting Agreement, the Trust Agreement, the Warrant Agreement, the Letter Agreement, and the Registration Rights Agreement are referred to collectively herein as the "Transaction Documents."
Assumptions
In rendering the opinions and providing the statements set forth herein, we have assumed, without independent investigation or verification, the following:
(a) All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies, whether certified or otherwise, conform to the authentic originals of such documents. All signatures on all documents examined by us are genuine, and all documents purporting to have been executed and delivered have in fact been executed and delivered.
(b) Each natural person executing any document reviewed by us in connection with this opinion letter has the legal capacity to do so.
(c) Each party (other than the Company and the Sponsor) to the Transaction Documents has the requisite organizational power and authority and has duly authorized, executed, and delivered such Transaction Documents. Each such party has taken all corporate, partnership, limited liability company, or other organizational action necessary for the due authorization of each Transaction Document to which it is a party and the consummation of the transactions contemplated thereby.
(d) Each Transaction Document constitutes a legal, valid, and binding obligation of each party thereto (other than the Company, as to which we opine below), enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general equitable principles.
(e) The transactions described in the Registration Statement and the Prospectus have been and will be consummated in accordance with the terms described therein and in the Transaction Documents, without waiver or modification of any material term or condition thereof. No party to any of the Transaction Documents has taken or will take any action that is inconsistent with its obligations thereunder.
(f) The Company has been, at all relevant times, in compliance with its Charter and Bylaws.
(g) No facts or circumstances not disclosed to us in writing would affect the opinions expressed herein. We have assumed the completeness and accuracy of all representations, warranties, and certifications made by the Company, the Sponsor, and their respective officers and directors in the Transaction Documents, the Officer's Certificate, the Secretary's Certificate, and other documents and instruments reviewed by us.
Opinions
Based upon the foregoing and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that:
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 25, 2021, delivered to the Underwriters pursuant to Section 5(c) of the Underwriting Agreement, and we have made no independent investigation with respect thereto. We note that the foregoing opinion relates only to the corporate existence and good standing of the Company as of the date of such certificate and such opinion and is limited to the status of the Company under the laws of the State of Delaware.
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 properties and to conduct its business as described in the Prospectus. This opinion is based solely upon our review of the Charter, the Bylaws, and the resolutions of the Board of Directors of the Company referred to above, as well as applicable provisions of the General Corporation Law of the State of Delaware.
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 the section entitled "Qualifications, Assumptions, and Limitations" of this opinion letter).
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 the Charter, consists of (a) 110,000,000 shares of Class A Common Stock, par value $0.0001 per share, (b) 10,000,000 shares of Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock"), and (c) 1,000,000 shares of preferred stock, par value $0.0001 per share. We note that, for purposes of this opinion, shares of Class A Common Stock will be deemed "non-assessable" to the extent that the holders thereof will not, by reason of their status as stockholders, be personally liable for obligations of the Company, including any obligation to make additional payments with respect to such shares after payment therefor in accordance with the Underwriting Agreement.
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 Enforceability Qualifications. Each whole Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment as set forth in the Warrant Agreement. The shares of Class A Common Stock issuable upon exercise of the Public Warrants have been duly authorized and reserved for issuance and, when issued upon exercise of the Public Warrants in accordance with the terms of the Warrant Agreement, including payment of the exercise price therefor, will be validly issued, fully paid, and non-assessable.
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 is not exercised in full by the Underwriters, as more fully described in the Registration Statement and the Prospectus.
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) violate, conflict with, or result in a breach of any provision of the Charter or the Bylaws;
(b) violate any federal or New York State statute, law, rule, or regulation applicable to the Company that, in our experience, is normally applicable to transactions of the type contemplated by the Transaction Documents (provided, however, that we express no opinion with respect to any federal or state securities laws, rules, or regulations except as expressly set forth in Opinions 8 and 9 herein, and we express no opinion with respect to any federal or state tax laws, rules, or regulations, environmental laws, rules, or regulations, employee benefit or ERISA-related laws, rules, or regulations, antitrust laws, rules, or regulations, or any other specialized regulatory regime); or
(c) result in a breach of or default under, or the creation of any lien, charge, or encumbrance upon any of the properties or assets of the Company under, any agreement or instrument listed as an exhibit to the Registration Statement.
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 declaration of effectiveness of the Registration Statement by the Commission, and such as have been or may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, without limitation, filings on Form 8-K and other periodic reports required to be filed thereunder;
(b) such as may be required under the rules and regulations of the Financial Industry Regulatory Authority, Inc. ("FINRA"), including any required filing of documents relating to the terms and arrangements of the Offering with FINRA's Corporate Financing Department;
(c) such as have been obtained from the Nasdaq Stock Market LLC in connection with the listing of the Units (ticker symbol: PNACU), the shares of Class A Common Stock (ticker symbol: PNAC), and the Public Warrants (ticker symbol: PNACW) on the Nasdaq Capital Market; and
(d) such as may be required under state securities or "blue sky" laws in connection with the purchase and distribution of the Units by the Underwriters, as to which we express no opinion.
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 the Prospectus pursuant to Rule 424(b) under the Securities Act has been made in the manner and within the time period required by Rule 424(b).
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 Investments (as defined in the Trust Agreement)) will not be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act"), assuming that the Company's activities are and will be limited to those described in the Registration Statement and the Prospectus and in the Charter. In rendering this opinion, we have relied upon the representations and warranties made by the Company in the Officer's Certificate dated June 25, 2021, as well as the description in the Prospectus of the Company's business and operations, including the Company's stated intention to identify and consummate an initial business combination within the time period specified in the Charter and the Trust Agreement. We note that the trust account will hold the proceeds of the Offering for the benefit of the public stockholders of the Company pending the consummation of such initial business combination or the liquidation and dissolution of the Company, and that the proceeds will be invested only in Permitted Investments as defined in the Trust Agreement, which are limited to United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3), and (d)(4) of Rule 2a-7 under the Investment Company Act that invest solely in direct United States government treasury obligations. We have assumed that the Company will operate in a manner consistent with the exemptions from registration under the Investment Company Act as described in the Registration Statement and the Prospectus.
Negative Assurance
In addition to the opinions expressed above, we advise the Underwriters as follows:
We have participated in the preparation of the Registration Statement and the Prospectus, including conferences and discussions with officers and other representatives of the Company, representatives of the Sponsor, representatives of Trask, Worthington & Giordano LLP (the Company's independent registered public accounting firm, PCAOB ID 6241), and representatives of Whitmore & Caldwell LLP (counsel to the Underwriters), with respect to the disclosures contained in the Registration Statement and the Prospectus. We have also reviewed certain corporate records, documents, certificates, and other materials furnished to us for purposes of this opinion letter. Based upon and subject to the foregoing, and subject to the assumptions, qualifications, and limitations set forth herein, we advise the Underwriters that:
(a) Nothing has come to our attention that causes us to believe that the Registration Statement (Registration No. 333-254891), at the time it became effective (May 24, 2021), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.
(b) Nothing has come to our attention that causes us to believe that the Prospectus, as of its date (May 24, 2021), as of the date of the prospectus supplement (June 22, 2021), and as of the date hereof (June 25, 2021), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The foregoing statements are made without independent verification of the facts set forth in the Registration Statement and the Prospectus, and without assuming any responsibility for the accuracy, completeness, or fairness of the statements contained therein. We do not represent that we have independently verified the accuracy, completeness, or fairness of the statements contained in the Registration Statement or the Prospectus. Our involvement in the preparation of the Registration Statement and the Prospectus was limited to participation in conferences and discussions and the review of certain drafts and certain documents described above; we have not undertaken, nor are we responsible for, a verification of the information contained in the Registration Statement and the Prospectus.
The foregoing negative assurance does not extend to, and we express no view with respect to:
(i) the financial statements and schedules, and other financial, statistical, or accounting data (including pro forma financial information), or the notes thereto, included in or incorporated by reference into the Registration Statement or the Prospectus, including, without limitation, the balance sheet of the Company as of February 12, 2021, and the related statements of operations, changes in stockholders' equity, and cash flows, together with the notes thereto;
(ii) the report of Trask, Worthington & Giordano LLP, the Company's independent registered public accounting firm, included in the Registration Statement in reliance upon such firm's authority as experts in auditing and accounting;
(iii) the Statement of Eligibility on Form T-1 filed by Continental Dunmore Financial as Trustee under the Trust Agreement, which was filed as an exhibit to the Registration Statement; and
(iv) any XBRL interactive data filed as an exhibit to the Registration Statement.
Qualifications, Assumptions, and Limitations
The opinions and statements set forth in this opinion letter are subject to the following qualifications, assumptions, and limitations:
Enforceability Qualifications.  As used in this opinion letter, the term "Enforceability Qualifications" means:
(a) the effect of applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium, receivership, and similar laws affecting or relating to the enforcement of creditors' rights generally, as now or hereafter in effect;
(b) the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing;
(c) the discretion of the court before which any proceeding therefor may be brought;
(d) the possible unenforceability under certain circumstances of provisions providing for indemnification, contribution, or exculpation that may be contrary to federal or state securities laws or to the public policy underlying such laws; and
(e) the possible requirement that a claim with respect to any Transaction Document governed by the laws of the State of New York and denominated in a currency other than United States dollars (if any) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law.
Jurisdictional Limitation.  The opinions expressed herein are limited in all respects to:
(a) the federal laws of the United States of America;
(b) the laws of the State of New York (excluding any conflicts of laws provisions thereof); and
(c) the General Corporation Law of the State of Delaware.
We express no opinion as to the laws of any other jurisdiction, and no opinion expressed herein should be inferred or implied beyond the matters expressly stated herein. With respect to matters of Delaware law (other than the General Corporation Law of the State of Delaware), we have relied upon the opinion of Beckett & Hale LLP (Amanda Chisholm, Partner), Delaware counsel to the Company, dated June 25, 2021, delivered to the Underwriters pursuant to Section 5(c) of the Underwriting Agreement, a copy of which has been provided to the Underwriters. We have assumed, without independent verification, the accuracy and completeness of such opinion and the continuing validity of the factual matters and legal conclusions set forth therein.
Additional Qualifications.  
(a) We express no opinion as to the enforceability of any particular provision of the Transaction Documents relating to choice of forum, consent to jurisdiction, jury trial waivers, waiver of service of process, or specific performance, as the enforceability of such provisions may be subject to qualifications under applicable law and the discretion of the court before which any such matter is presented.
(b) We are not rendering any opinion on compliance with federal or state securities laws, rules, or regulations, except as expressly set forth in Opinions 8 and 9 above.
(c) We have made no independent investigation of the factual matters underlying the representations and warranties made by the Company and the Sponsor in the Transaction Documents or in the Officer's Certificate or the Secretary's Certificate. Where our opinions or statements refer to matters "to our knowledge" or of which "we are aware" or words of similar import, such phrase means the actual, present, conscious knowledge of Jennifer Kwon, Claire Dempsey, and Audrey Zhou, the attorneys within Calderwood & Harkness LLP who have had substantive involvement in the representation of the Company and the Sponsor in connection with the Offering, without independent investigation or inquiry beyond the review of the documents and records described herein. We have not conducted any investigation for the purpose of confirming or determining the accuracy of any such facts or representations.
(d) We have not made any independent examination of the title to or valuation of any of the assets or properties of the Company, and we express no opinion with respect thereto.
(e) Our opinions are rendered as of the date hereof, and we assume no obligation to advise the Underwriters or any other person or entity of any change of law, change of fact, or any other matter that may hereafter come to our attention that would alter or affect any opinion or statement contained herein. We undertake no obligation to update or supplement this opinion letter after the date hereof for any reason, whether or not such update or supplement is requested.
Reliance and Use Limitations
This opinion letter is furnished to the Underwriters solely for their benefit in connection with the Offering and is delivered pursuant to Section 5(b) of the Underwriting Agreement. This opinion letter may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent in each instance. No portion of this opinion letter may be quoted, cited, or referred to in any document or communication, or filed with any governmental authority or other regulatory body, without our prior written consent, except as may be required by applicable law or regulation or pursuant to a valid subpoena or other legal process. Notwithstanding the foregoing, Whitmore & Caldwell LLP, as counsel to the Underwriters, may rely upon this opinion letter as if it were addressed to them for purposes of the Offering.
This opinion letter speaks only as of its date and is expressly limited to the matters stated herein. No inference or implication should be drawn as to any matter not expressly addressed herein.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Jennifer Kwon Partner
JK/CD/AZ Enclosures
cc: Pinnacle Acquisition Corp. I (Attn: Marcus Yuen, Chairman and CEO) Pinnacle Venture Fund II LP (Attn: Deborah Sinclair, Managing Partner) Whitmore & Caldwell LLP (Attn: Thomas R. Whitmore, Partner) Beckett & Hale LLP (Attn: Amanda Chisholm, Partner)

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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