1027-00001 · Client 1027 · Closing

legal-opinion-validity-of-securities.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Lexington Avenue New York, New York 10017

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

January 19, 2022

Pellegrino Hospitality Acquisition Corp. c/o Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, Florida 34102

Meridian Tidewater Securities LLC as Representative of the Several Underwriters named in the Underwriting Agreement (defined below) 277 Park Avenue, 38th Floor New York, New York 10172

Brindoval Partners Capital LLC as Co-Manager 600 Lexington Avenue, 21st Floor New York, New York 10022

Re: Initial Public Offering of Pellegrino Hospitality Acquisition Corp. — Registration Statement on Form S-1 (File No. 333-260847)

Ladies and Gentlemen:

I. Introduction

Calderwood & Harkness LLP ("we," "us," or "our") has acted as counsel to Pellegrino Hospitality Acquisition Corp., a Delaware corporation (the "Company" or "PHAC"), and Pellegrino Capital Group LLC, a Delaware limited liability company (the "Sponsor" or "PCG"), in connection with the Registration Statement on Form S-1 (File No. 333-260847; CIK 0001937482) (as amended through the date hereof, the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the SEC promulgated thereunder.

The Registration Statement relates to the initial public offering (the "Offering") of 15,000,000 units (the "Firm Units"), each Firm Unit consisting of one share of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Company and one-half (1/2) of one redeemable warrant (each whole warrant, a "Public Warrant"), each whole Public Warrant entitling 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 (as defined below). The Offering also contemplates a forty-five (45) day option (the "Over-Allotment Option") granted by the Company to the Underwriters (as defined below) to purchase up to 2,250,000 additional units (the "Option Units" and, together with the Firm Units, the "Units") at the initial public offering price of $10.00 per Unit, less the upfront underwriting discount. The aggregate gross proceeds of the base offering (without giving effect to the exercise of the Over-Allotment Option) are $150,000,000.

This opinion letter is delivered pursuant to the requirements of the Underwriting Agreement dated January 19, 2022 (the "Underwriting Agreement") among the Company, the Sponsor, and Meridian Tidewater Securities LLC ("Meridian Tidewater"), as representative of the several underwriters named therein (collectively, the "Underwriters"), including Brindoval Partners Capital LLC ("Brindoval") as co-manager. This opinion letter is also delivered to the Company for filing as Exhibit 5.1 to the Registration Statement. The Underwriting Agreement, together with each of the other agreements described in Section II.C below, are referred to herein collectively as the "Transaction Agreements."

II. Documents Examined and Relied Upon

In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

A. Organizational Documents

(i) The Certificate of Incorporation of the Company as initially filed with the Secretary of State of the State of Delaware on September 30, 2021 (DE SOS File No. 6148293) (the "Original Certificate of Incorporation");

(ii) The Amended and Restated Certificate of Incorporation of the Company, in the form to be filed with the Secretary of State of the State of Delaware on January 24, 2022 (the "Charter"), which, among other things, authorizes (a) 100,000,000 shares of Class A Common Stock, par value $0.0001 per share, (b) 20,000,000 shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), and (c) 1,000,000 shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), and sets forth certain provisions relating to the Company's initial business combination, trust account, and redemption rights of holders of Class A Common Stock;

(iii) The Bylaws of the Company as adopted on September 30, 2021 (the "Original Bylaws"); and

(iv) The Amended and Restated Bylaws of the Company, in the form to become effective on January 24, 2022 (the "Bylaws").

B. Registration Statement and SEC Filings

(v) The Registration Statement on Form S-1 (File No. 333-260847) as initially filed with the SEC on October 29, 2021, including all amendments thereto (Amendment No. 1 filed December 17, 2021, and Amendment No. 2 filed January 11, 2022), as declared effective by the SEC on January 14, 2022, together with all exhibits thereto and all documents incorporated by reference therein;

(vi) The form of prospectus (the "Prospectus") relating to the Offering, to be filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on or about January 20, 2022; and

(vii) The form of the preliminary prospectus included in the Registration Statement and the forms of any supplements thereto circulated in connection with the Offering.

C. Transaction Agreements

(viii) The Underwriting Agreement dated January 19, 2022 among the Company, the Sponsor, and Meridian Tidewater, as representative of the several Underwriters, pursuant to which the Company has agreed to issue and sell the Firm Units and, upon exercise of the Over-Allotment Option, the Option Units, to the Underwriters;

(ix) The Investment Management Trust Agreement dated January 19, 2022 (the "Trust Agreement") between the Company and Atlantic Seaboard Trust Company, N.A., a national banking association (the "Trustee"), pursuant to which the Trustee will hold in a trust account (the "Trust Account") an amount equal to at least $10.17 per share of Class A Common Stock sold in the Offering, consisting of a combination of the gross proceeds of the Offering and the proceeds of the Private Placement Warrants (as defined below), less the amount of the upfront underwriting discount;

(x) The Warrant Agreement dated January 19, 2022 (the "Warrant Agreement") between the Company and Keymark Transfer Services LLC, a Delaware limited liability company (the "Warrant Agent"), which governs the terms and conditions of the Public Warrants and the Private Placement Warrants, including the exercise terms, adjustment provisions, and redemption features of such warrants;

(xi) The Registration Rights Agreement dated January 19, 2022 among the Company, the Sponsor, and certain initial security holders of the Company, pursuant to which, among other things, the Company has agreed to register for resale under the Securities Act certain securities held by the Sponsor and such initial security holders;

(xii) The Letter Agreement dated January 19, 2022 (the "Insider Letter") among the Company, the Sponsor, and each of the Company's officers and directors (Marco A. Pellegrino, Daniella R. Pellegrino, Vincent Abruzzi, Constance Liu-Harmon, Dr. Rafael Espinosa, and Judith Anne Sorrento), pursuant to which, among other things, such persons have agreed to certain transfer restrictions, voting commitments, and waiver of redemption rights with respect to the Founder Shares (as defined therein) and Public Shares;

(xiii) The Private Placement Warrants Purchase Agreement dated January 19, 2022 between the Company and the Sponsor, providing for the purchase by the Sponsor of 5,500,000 warrants (the "Private Placement Warrants") at a price of $1.00 per Private Placement Warrant for aggregate proceeds of $5,500,000, such purchase to be consummated simultaneously with the closing of the Offering; and

(xiv) The Administrative Services Agreement dated January 19, 2022 between the Company and the Sponsor, pursuant to which the Company has agreed to pay the Sponsor a fee of $15,000 per month for office space, utilities, administrative, and support services made available to the Company.

D. Corporate Authorizations

(xv) Resolutions of the Board of Directors of the Company adopted on or prior to January 19, 2022 (the "Board Resolutions"), authorizing, among other things, the Offering, the execution and delivery of the Transaction Agreements, the issuance and sale of the securities contemplated by the Offering (including the Units, the shares of Class A Common Stock, the Public Warrants, the Private Placement Warrants, and the shares of Class A Common Stock issuable upon the exercise of the Public Warrants and Private Placement Warrants), and the taking of all such other actions as may be necessary or desirable in connection therewith; and

(xvi) The written consent of the sole stockholder of the Company (PCG), dated as of the date hereof, approving the Charter and such other matters as required to be approved by the sole stockholder of the Company in connection with the transactions contemplated by the Offering.

E. Other Documents

(xvii) A certificate of good standing of the Company issued by the Secretary of State of the State of Delaware dated on or about the date hereof (the "Good Standing Certificate");

(xviii) A certificate of the officers of the Company (the "Officer's Certificate") dated the date hereof, addressed to us, as to certain factual matters relevant to the opinions expressed herein, including as to the absence of any proceedings, litigation, or investigations pending against or threatened against the Company;

(xix) The application for listing of the Units (ticker symbol: PHAU), shares of Class A Common Stock (ticker symbol: PHA), and Public Warrants (ticker symbol: PHAW) on The Nasdaq Stock Market LLC ("Nasdaq"), including evidence of conditional approval for listing by Nasdaq; and

(xx) Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein, including records of proceedings of the Board of Directors and the sole stockholder of the Company and such other internal records of the Company and the Sponsor as we have considered relevant.

III. Assumptions

In rendering the opinions expressed herein, we have assumed, without independent investigation or verification, the following:

(a) The genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as copies (whether certified, conformed, photostatic, electronic, or otherwise), and the accuracy and completeness of all documents and records that we have reviewed. We have further assumed that all documents submitted to us in draft form will be executed in the form of the drafts reviewed by us without material change.

(b) That each natural person executing any of the documents examined by us had, at the time of such execution, the legal capacity to do so.

(c) That each party to the Transaction Agreements (other than the Company and the Sponsor, to the extent of the opinions set forth in Part IV below) has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, has all requisite power and authority (corporate, partnership, limited liability company, or otherwise) to execute, deliver, and perform its obligations under the Transaction Agreements to which it is a party, and has taken all necessary action (corporate, partnership, limited liability company, or otherwise) to authorize the execution, delivery, and performance of the Transaction Agreements to which it is a party. This assumption applies specifically, but without limitation, to Meridian Tidewater Securities LLC, Brindoval Partners Capital LLC, Atlantic Seaboard Trust Company, N.A., and Keymark Transfer Services LLC.

(d) That the Registration Statement on Form S-1 (File No. 333-260847), as declared effective by the SEC on January 14, 2022, and any post-effective amendments thereto, will remain effective at all times during which Units are issued, offered, and sold in the Offering, including at the time of the closing of the sale of the Firm Units and at the time of any closing with respect to the Option Units, if the Over-Allotment Option is exercised.

(e) That the Units, including the shares of Class A Common Stock and the Public Warrants included therein, will be issued and sold in compliance with all applicable federal and state securities laws and in the manner described in the Registration Statement and the Prospectus, and that the terms and conditions of each sale will be as described therein.

(f) That the consideration for the Units at the initial public offering price of $10.00 per Unit will be received by the Company as described in the Underwriting Agreement and the Prospectus, and that such consideration will constitute valid and lawful consideration under applicable law.

(g) That the Trust Agreement will be duly executed and performed by Atlantic Seaboard Trust Company, N.A. in accordance with its terms, and that the Trust Account will be funded in accordance with the terms of the Trust Agreement — specifically, that an amount of not less than $152,500,000 will be deposited in the Trust Account at the closing of the base offering, which amount comprises $150,000,000 in gross proceeds from the sale of the Firm Units, plus $5,500,000 in proceeds from the sale of the Private Placement Warrants to the Sponsor, less $3,000,000 in upfront underwriting discounts and commissions payable to the Underwriters at closing, with any additional amounts to be deposited in the Trust Account to the extent that the Over-Allotment Option is exercised.

(h) That the Warrant Agreement will be duly executed and performed by Keymark Transfer Services LLC in its capacity as Warrant Agent in accordance with the terms thereof, and that the Warrant Agent will maintain appropriate records and perform its duties thereunder.

(i) That certificates, if any, representing the securities (including the Units, shares of Class A Common Stock, and Public Warrants) will conform in all respects to the specimens or forms thereof examined by us, and that such certificates, if issued in physical form, will be duly signed, countersigned, registered, and delivered, or, if issued in book-entry form through the facilities of The Depository Trust Company ("DTC"), will be duly credited to the relevant accounts.

IV. Opinions

Based on and subject to the foregoing, and subject further to the assumptions, qualifications, limitations, and exceptions 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 solely upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware (DE SOS File No. 6148293) and the Officer's Certificate. We note that the concept of "good standing" under the laws of the State of Delaware relates solely to the payment of franchise taxes and the filing of the Company's annual report with the Secretary of State of the State of Delaware.

2. Corporate Power and Authority. The Company has all requisite corporate power and authority under the DGCL and its Charter and Bylaws to execute and deliver the Underwriting Agreement, the Trust Agreement, the Warrant Agreement, the Registration Rights Agreement, the Letter Agreement, the Private Placement Warrants Purchase Agreement, the Administrative Services Agreement, and each of the other Transaction Agreements to which the Company is a party, and to consummate the transactions contemplated thereby, including without limitation the issuance, offer, and sale of the Units, the shares of Class A Common Stock included in the Units, the Public Warrants included in the Units, and the shares of Class A Common Stock issuable upon exercise of the Public Warrants.

3. Authorization. The execution, delivery, and performance by the Company of the Underwriting Agreement and each of the other Transaction Agreements to which the Company is a party, and the issuance, offer, and sale of the Units, the shares of Class A Common Stock included therein, and the Public Warrants included therein, have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, approval by the Board of Directors of the Company as reflected in the Board Resolutions and, to the extent required, approval by the sole stockholder of the Company as reflected in the written consent of PCG.

4. Valid Issuance of Class A Common Stock. The shares of Class A Common Stock to be included in the Units (including up to 15,000,000 shares of Class A Common Stock to be included in the Firm Units and up to 2,250,000 additional shares of Class A Common Stock to be included in the Option Units, if and to the extent the Over-Allotment Option is exercised), when issued and delivered against payment therefor in accordance with the terms and conditions of the Underwriting Agreement, will be validly issued, fully paid, and non-assessable. In rendering this opinion, we have assumed that the total number of shares of Class A Common Stock to be issued in the Offering, together with all other shares of Class A Common Stock previously issued and outstanding or reserved for issuance, will not exceed the total number of shares of Class A Common Stock authorized under the Charter at the time of issuance.

5. Valid Issuance of Public Warrants. The Public Warrants to be included in the Units (including up to 7,500,000 whole Public Warrants to be included in the Firm Units, plus up to 1,125,000 additional whole Public Warrants to be included in the Option Units, if and to the extent the Over-Allotment Option is exercised), when issued and delivered in accordance with the terms and conditions of the Underwriting Agreement and the Warrant Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject in each case to the Enforceability Exceptions (as defined in Part VI below).

6. Valid Issuance of Units. The Units (including up to 15,000,000 Firm Units and up to 2,250,000 Option Units, if and to the extent the Over-Allotment Option is exercised), when issued and delivered against payment therefor in accordance with the terms and conditions of the Underwriting Agreement, will be validly issued.

7. Shares Issuable Upon Exercise of Public Warrants. The shares of Class A Common Stock issuable upon exercise of the Public Warrants have been duly authorized and reserved for issuance by the Board of Directors of the Company, and, when issued and delivered upon exercise of the Public Warrants in accordance with the terms and conditions of the Warrant Agreement and upon receipt by the Company of the exercise price of $11.50 per share (subject to adjustment as set forth in the Warrant Agreement), will be validly issued, fully paid, and non-assessable.

8. Execution and Delivery of Underwriting Agreement. The Underwriting Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject in each case to the Enforceability Exceptions.

9. No Conflicts. The execution, delivery, and performance by the Company of the Underwriting Agreement and each of the other Transaction Agreements to which the Company is a party, and the issuance and sale of the securities contemplated thereby, do not and will not:

(i) violate the Charter or the Bylaws of the Company;

(ii) violate any applicable law, rule, or regulation of the State of Delaware (including the DGCL) or any applicable federal law of the United States of America that, in our experience, is normally applicable to transactions of the type contemplated by the Underwriting Agreement and the Transaction Agreements and that we, in the exercise of customary professional diligence, would reasonably recognize as being applicable to the Company or the transactions contemplated hereby; or

(iii) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Company pursuant to, any agreement, contract, indenture, mortgage, deed of trust, or other instrument known to us to be binding upon the Company or any of its properties or assets.

10. No Additional Consents or Approvals Required. No consent, approval, authorization, order, registration, qualification, or filing of or with any court or governmental agency or body of the United States or the State of Delaware is required for the consummation by the Company of the transactions contemplated by the Underwriting Agreement and the Transaction Agreements, except:

(i) such as have been obtained or made under the Securities Act, including the effectiveness of the Registration Statement on Form S-1 (File No. 333-260847) as declared effective by the SEC on January 14, 2022, and the filing of the Prospectus with the SEC pursuant to Rule 424(b)(4) under the Securities Act;

(ii) such as may be required under applicable state securities or "blue sky" laws in connection with the offer and sale of the Units and the component securities thereof, as to which we express no opinion; and

(iii) such as may be required by the Financial Industry Regulatory Authority, Inc. ("FINRA") or Nasdaq in connection with the Offering and the listing of the Units, shares of Class A Common Stock, and Public Warrants on Nasdaq.

V. 10b-5 Negative Assurance

The statements in this Part V are provided solely for the benefit of the addressees of this letter in their capacity as underwriters in connection with the Offering and are not intended to constitute, and do not constitute, an opinion of law. Rather, the statements set forth in this Part V constitute a confirmation based on our participation in the preparation of the Registration Statement and the Prospectus, as described more fully below.

In connection with the Offering, we have participated in the preparation of the Registration Statement on Form S-1 (File No. 333-260847), including each amendment thereto (Amendment No. 1 filed with the SEC on December 17, 2021, and Amendment No. 2 filed with the SEC on January 11, 2022), and the Prospectus (to be filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on or about January 20, 2022). In the course of our engagement, we have participated in conferences with officers and other representatives of the Company, including Marco A. Pellegrino, Chairman of the Board and Chief Executive Officer, and Daniella R. Pellegrino, President and Chief Financial Officer, as well as representatives of Whitmore, Linden & Pratt LLP, the Company's independent registered public accounting firm, representatives of Meridian Tidewater Securities LLC and Brindoval Partners Capital LLC, and representatives of Garrison Whitfield LLP, counsel to the Underwriters, at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed. We have also reviewed and commented upon drafts of the Registration Statement and the Prospectus and have considered such other matters as we have deemed relevant in the course of our representation.

Based on the foregoing (but without having undertaken any independent investigation to verify the accuracy, completeness, or fairness of the statements contained in the Registration Statement or the Prospectus, and with the exclusions set forth below), nothing has come to our attention that causes us to believe that:

(i) the Registration Statement on Form S-1 (File No. 333-260847), as of the date it was declared effective by the SEC on January 14, 2022 (or as of the date of any post-effective amendment thereto), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or

(ii) the Prospectus, as of the date hereof (January 19, 2022), contains an untrue statement of a material fact 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 in this Part V do not apply to, and we express no view with respect to:

(A) the financial statements, financial schedules, and other financial or accounting data included in or incorporated by reference into the Registration Statement or the Prospectus, including without limitation the audited balance sheet of PHAC as of September 30, 2021, audited by Whitmore, Linden & Pratt LLP and included in the Registration Statement, and any notes or supplementary information related thereto;

(B) any statistical data, projections, or forward-looking statements contained in the Registration Statement or the Prospectus; and

VI. Enforceability Exceptions

As used in the opinions set forth in Part IV above, the term "Enforceability Exceptions" means: (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws relating to or affecting the enforcement of creditors' rights generally, as the same may be enacted, amended, or interpreted from time to time; and (ii) general principles of equity, including, without limitation, principles of commercial reasonableness, good faith and fair dealing, the possible unavailability of specific performance or injunctive relief, concepts of materiality, and the discretion of the court before which any proceeding may be brought, regardless of whether enforcement is sought in a proceeding at law or in equity.

VII. Qualifications and Limitations

A. Scope of Law

The opinions expressed herein are limited in all respects to the federal laws of the United States of America and the General Corporation Law of the State of Delaware (the "DGCL"), and we express no opinion with respect to the laws of any other jurisdiction, including without limitation the laws of the State of New York, the laws of the State of Florida, or the laws of any foreign jurisdiction. To the extent that the Transaction Agreements or any documents related thereto may be governed by the laws of any jurisdiction other than the federal laws of the United States or the DGCL, we express no opinion as to the effect of such laws on the opinions expressed herein. We note that the Company's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., 1209 Orange Street, Wilmington, Delaware 19801.

B. Date Limitation

The opinions expressed herein are given as of the date hereof, January 19, 2022, and we undertake no obligation (and expressly disclaim any obligation) to update, revise, supplement, or withdraw this opinion letter or any opinion expressed herein after the date hereof, whether by reason of changes in law, changes in fact, the occurrence of future events, or for any other reason whatsoever. We assume no obligation to advise any person of any change in fact, law, or circumstance of which we may hereafter become aware, whether or not such change would affect the opinions expressed herein.

C. Reliance on Certificates and Representations

In rendering the opinions expressed herein, we have relied, to the extent we deemed such reliance appropriate, upon the Officer's Certificate, the Good Standing Certificate, and factual representations made to us by the Company and its officers and directors, without independent verification or investigation of the matters stated therein. We have assumed the accuracy and completeness of all such certificates and representations without undertaking any independent inquiry with respect to the factual matters addressed therein.

D. Scope of Negative Assurance

The 10b-5 negative assurance provided in Part V of this letter is based solely upon our role as counsel to the Company and the Sponsor and our participation in the preparation of the Registration Statement and the Prospectus as described herein. Such negative assurance is not a guarantee or certification, and it is subject to the inherent limitations of the "negative assurance" process, which, as recognized by the legal profession and the SEC, does not include an audit, an independent verification of factual matters, an appraisal, or any other form of due diligence investigation that would customarily be undertaken by an independent registered public accounting firm or other professional advisor. The procedures undertaken by us in connection with providing such negative assurance were limited to our role as counsel in the preparation and review of the Registration Statement and the Prospectus and our participation in the conferences and discussions described in Part V above.

E. No Implied Opinions

No opinion may be inferred or implied beyond the opinions expressly stated herein. Without limiting the generality of the foregoing, we express no opinion with respect to: (i) the tax consequences of the Offering or any of the transactions contemplated by the Transaction Agreements; (ii) compliance with antifraud provisions of any federal or state securities laws, except to the extent expressly set forth in Part V above; (iii) the accuracy or completeness of any representations or warranties made by any party in any of the Transaction Agreements; (iv) the financial condition of the Company or the value of any assets of the Company; or (v) any matters of title to, or ownership of, any property or assets of the Company.

VIII. Reliance and Consent

A. Reliance. This opinion letter is addressed to, and may be relied upon by, Pellegrino Hospitality Acquisition Corp., Meridian Tidewater Securities LLC (in its capacity as representative of the several Underwriters named in the Underwriting Agreement), and Brindoval Partners Capital LLC, solely in connection with the Offering and the transactions contemplated by the Underwriting Agreement. This opinion letter is rendered solely for the benefit of the foregoing addressees and may not be relied upon by, quoted to, or delivered to any other person or entity, or used, circulated, or referred to for any other purpose, without our prior written consent in each instance, except that this opinion letter may be relied upon by persons entitled to rely thereon pursuant to applicable provisions of federal securities law.

B. Consent to Filing

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement on Form S-1 (File No. 333-260847) 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 the foregoing consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder, nor do we thereby admit that we are "experts" within the meaning of such term as used in the Securities Act or the rules and regulations of the SEC promulgated thereunder with respect to any part of the Registration Statement, including this opinion letter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Theodore Langston

Title: Partner

425 Lexington Avenue New York, New York 10017

C&H Matter No. 1027-00001

CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Lexington Avenue New York, New York 10017
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
January 19, 2022
Pellegrino Hospitality Acquisition Corp. c/o Pellegrino Capital Group LLC 1440 Gulf Shore Boulevard North, Suite 600 Naples, Florida 34102
Meridian Tidewater Securities LLC as Representative of the Several Underwriters named in the Underwriting Agreement (defined below) 277 Park Avenue, 38th Floor New York, New York 10172
Brindoval Partners Capital LLC as Co-Manager 600 Lexington Avenue, 21st Floor New York, New York 10022
Re: Initial Public Offering of Pellegrino Hospitality Acquisition Corp. — Registration Statement on Form S-1 (File No. 333-260847)
Ladies and Gentlemen:
I. Introduction
Calderwood & Harkness LLP ("we," "us," or "our") has acted as counsel to Pellegrino Hospitality Acquisition Corp., a Delaware corporation (the "Company" or "PHAC"), and Pellegrino Capital Group LLC, a Delaware limited liability company (the "Sponsor" or "PCG"), in connection with the Registration Statement on Form S-1 (File No. 333-260847; CIK 0001937482) (as amended through the date hereof, the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the SEC promulgated thereunder.
The Registration Statement relates to the initial public offering (the "Offering") of 15,000,000 units (the "Firm Units"), each Firm Unit consisting of one share of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Company and one-half (1/2) of one redeemable warrant (each whole warrant, a "Public Warrant"), each whole Public Warrant entitling 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 (as defined below). The Offering also contemplates a forty-five (45) day option (the "Over-Allotment Option") granted by the Company to the Underwriters (as defined below) to purchase up to 2,250,000 additional units (the "Option Units" and, together with the Firm Units, the "Units") at the initial public offering price of $10.00 per Unit, less the upfront underwriting discount. The aggregate gross proceeds of the base offering (without giving effect to the exercise of the Over-Allotment Option) are $150,000,000.
This opinion letter is delivered pursuant to the requirements of the Underwriting Agreement dated January 19, 2022 (the "Underwriting Agreement") among the Company, the Sponsor, and Meridian Tidewater Securities LLC ("Meridian Tidewater"), as representative of the several underwriters named therein (collectively, the "Underwriters"), including Brindoval Partners Capital LLC ("Brindoval") as co-manager. This opinion letter is also delivered to the Company for filing as Exhibit 5.1 to the Registration Statement. The Underwriting Agreement, together with each of the other agreements described in Section II.C below, are referred to herein collectively as the "Transaction Agreements."
II. Documents Examined and Relied Upon
In rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:
A. Organizational Documents
(i) The Certificate of Incorporation of the Company as initially filed with the Secretary of State of the State of Delaware on September 30, 2021 (DE SOS File No. 6148293) (the "Original Certificate of Incorporation");
(ii) The Amended and Restated Certificate of Incorporation of the Company, in the form to be filed with the Secretary of State of the State of Delaware on January 24, 2022 (the "Charter"), which, among other things, authorizes (a) 100,000,000 shares of Class A Common Stock, par value $0.0001 per share, (b) 20,000,000 shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), and (c) 1,000,000 shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), and sets forth certain provisions relating to the Company's initial business combination, trust account, and redemption rights of holders of Class A Common Stock;
(iii) The Bylaws of the Company as adopted on September 30, 2021 (the "Original Bylaws"); and
(iv) The Amended and Restated Bylaws of the Company, in the form to become effective on January 24, 2022 (the "Bylaws").
B. Registration Statement and SEC Filings
(v) The Registration Statement on Form S-1 (File No. 333-260847) as initially filed with the SEC on October 29, 2021, including all amendments thereto (Amendment No. 1 filed December 17, 2021, and Amendment No. 2 filed January 11, 2022), as declared effective by the SEC on January 14, 2022, together with all exhibits thereto and all documents incorporated by reference therein;
(vi) The form of prospectus (the "Prospectus") relating to the Offering, to be filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on or about January 20, 2022; and
(vii) The form of the preliminary prospectus included in the Registration Statement and the forms of any supplements thereto circulated in connection with the Offering.
C. Transaction Agreements
(viii) The Underwriting Agreement dated January 19, 2022 among the Company, the Sponsor, and Meridian Tidewater, as representative of the several Underwriters, pursuant to which the Company has agreed to issue and sell the Firm Units and, upon exercise of the Over-Allotment Option, the Option Units, to the Underwriters;
(ix) The Investment Management Trust Agreement dated January 19, 2022 (the "Trust Agreement") between the Company and Atlantic Seaboard Trust Company, N.A., a national banking association (the "Trustee"), pursuant to which the Trustee will hold in a trust account (the "Trust Account") an amount equal to at least $10.17 per share of Class A Common Stock sold in the Offering, consisting of a combination of the gross proceeds of the Offering and the proceeds of the Private Placement Warrants (as defined below), less the amount of the upfront underwriting discount;
(x) The Warrant Agreement dated January 19, 2022 (the "Warrant Agreement") between the Company and Keymark Transfer Services LLC, a Delaware limited liability company (the "Warrant Agent"), which governs the terms and conditions of the Public Warrants and the Private Placement Warrants, including the exercise terms, adjustment provisions, and redemption features of such warrants;
(xi) The Registration Rights Agreement dated January 19, 2022 among the Company, the Sponsor, and certain initial security holders of the Company, pursuant to which, among other things, the Company has agreed to register for resale under the Securities Act certain securities held by the Sponsor and such initial security holders;
(xii) The Letter Agreement dated January 19, 2022 (the "Insider Letter") among the Company, the Sponsor, and each of the Company's officers and directors (Marco A. Pellegrino, Daniella R. Pellegrino, Vincent Abruzzi, Constance Liu-Harmon, Dr. Rafael Espinosa, and Judith Anne Sorrento), pursuant to which, among other things, such persons have agreed to certain transfer restrictions, voting commitments, and waiver of redemption rights with respect to the Founder Shares (as defined therein) and Public Shares;
(xiii) The Private Placement Warrants Purchase Agreement dated January 19, 2022 between the Company and the Sponsor, providing for the purchase by the Sponsor of 5,500,000 warrants (the "Private Placement Warrants") at a price of $1.00 per Private Placement Warrant for aggregate proceeds of $5,500,000, such purchase to be consummated simultaneously with the closing of the Offering; and
(xiv) The Administrative Services Agreement dated January 19, 2022 between the Company and the Sponsor, pursuant to which the Company has agreed to pay the Sponsor a fee of $15,000 per month for office space, utilities, administrative, and support services made available to the Company.
D. Corporate Authorizations
(xv) Resolutions of the Board of Directors of the Company adopted on or prior to January 19, 2022 (the "Board Resolutions"), authorizing, among other things, the Offering, the execution and delivery of the Transaction Agreements, the issuance and sale of the securities contemplated by the Offering (including the Units, the shares of Class A Common Stock, the Public Warrants, the Private Placement Warrants, and the shares of Class A Common Stock issuable upon the exercise of the Public Warrants and Private Placement Warrants), and the taking of all such other actions as may be necessary or desirable in connection therewith; and
(xvi) The written consent of the sole stockholder of the Company (PCG), dated as of the date hereof, approving the Charter and such other matters as required to be approved by the sole stockholder of the Company in connection with the transactions contemplated by the Offering.
E. Other Documents
(xvii) A certificate of good standing of the Company issued by the Secretary of State of the State of Delaware dated on or about the date hereof (the "Good Standing Certificate");
(xviii) A certificate of the officers of the Company (the "Officer's Certificate") dated the date hereof, addressed to us, as to certain factual matters relevant to the opinions expressed herein, including as to the absence of any proceedings, litigation, or investigations pending against or threatened against the Company;
(xix) The application for listing of the Units (ticker symbol: PHAU), shares of Class A Common Stock (ticker symbol: PHA), and Public Warrants (ticker symbol: PHAW) on The Nasdaq Stock Market LLC ("Nasdaq"), including evidence of conditional approval for listing by Nasdaq; and
(xx) Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein, including records of proceedings of the Board of Directors and the sole stockholder of the Company and such other internal records of the Company and the Sponsor as we have considered relevant.
III. Assumptions
In rendering the opinions expressed herein, we have assumed, without independent investigation or verification, the following:
(a) The genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as copies (whether certified, conformed, photostatic, electronic, or otherwise), and the accuracy and completeness of all documents and records that we have reviewed. We have further assumed that all documents submitted to us in draft form will be executed in the form of the drafts reviewed by us without material change.
(b) That each natural person executing any of the documents examined by us had, at the time of such execution, the legal capacity to do so.
(c) That each party to the Transaction Agreements (other than the Company and the Sponsor, to the extent of the opinions set forth in Part IV below) has been duly organized or formed, is validly existing and in good standing under the laws of its jurisdiction of organization or formation, has all requisite power and authority (corporate, partnership, limited liability company, or otherwise) to execute, deliver, and perform its obligations under the Transaction Agreements to which it is a party, and has taken all necessary action (corporate, partnership, limited liability company, or otherwise) to authorize the execution, delivery, and performance of the Transaction Agreements to which it is a party. This assumption applies specifically, but without limitation, to Meridian Tidewater Securities LLC, Brindoval Partners Capital LLC, Atlantic Seaboard Trust Company, N.A., and Keymark Transfer Services LLC.
(d) That the Registration Statement on Form S-1 (File No. 333-260847), as declared effective by the SEC on January 14, 2022, and any post-effective amendments thereto, will remain effective at all times during which Units are issued, offered, and sold in the Offering, including at the time of the closing of the sale of the Firm Units and at the time of any closing with respect to the Option Units, if the Over-Allotment Option is exercised.
(e) That the Units, including the shares of Class A Common Stock and the Public Warrants included therein, will be issued and sold in compliance with all applicable federal and state securities laws and in the manner described in the Registration Statement and the Prospectus, and that the terms and conditions of each sale will be as described therein.
(f) That the consideration for the Units at the initial public offering price of $10.00 per Unit will be received by the Company as described in the Underwriting Agreement and the Prospectus, and that such consideration will constitute valid and lawful consideration under applicable law.
(g) That the Trust Agreement will be duly executed and performed by Atlantic Seaboard Trust Company, N.A. in accordance with its terms, and that the Trust Account will be funded in accordance with the terms of the Trust Agreement — specifically, that an amount of not less than $152,500,000 will be deposited in the Trust Account at the closing of the base offering, which amount comprises $150,000,000 in gross proceeds from the sale of the Firm Units, plus $5,500,000 in proceeds from the sale of the Private Placement Warrants to the Sponsor, less $3,000,000 in upfront underwriting discounts and commissions payable to the Underwriters at closing, with any additional amounts to be deposited in the Trust Account to the extent that the Over-Allotment Option is exercised.
(h) That the Warrant Agreement will be duly executed and performed by Keymark Transfer Services LLC in its capacity as Warrant Agent in accordance with the terms thereof, and that the Warrant Agent will maintain appropriate records and perform its duties thereunder.
(i) That certificates, if any, representing the securities (including the Units, shares of Class A Common Stock, and Public Warrants) will conform in all respects to the specimens or forms thereof examined by us, and that such certificates, if issued in physical form, will be duly signed, countersigned, registered, and delivered, or, if issued in book-entry form through the facilities of The Depository Trust Company ("DTC"), will be duly credited to the relevant accounts.
IV. Opinions
Based on and subject to the foregoing, and subject further to the assumptions, qualifications, limitations, and exceptions 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 solely upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware (DE SOS File No. 6148293) and the Officer's Certificate. We note that the concept of "good standing" under the laws of the State of Delaware relates solely to the payment of franchise taxes and the filing of the Company's annual report with the Secretary of State of the State of Delaware.
2. Corporate Power and Authority. The Company has all requisite corporate power and authority under the DGCL and its Charter and Bylaws to execute and deliver the Underwriting Agreement, the Trust Agreement, the Warrant Agreement, the Registration Rights Agreement, the Letter Agreement, the Private Placement Warrants Purchase Agreement, the Administrative Services Agreement, and each of the other Transaction Agreements to which the Company is a party, and to consummate the transactions contemplated thereby, including without limitation the issuance, offer, and sale of the Units, the shares of Class A Common Stock included in the Units, the Public Warrants included in the Units, and the shares of Class A Common Stock issuable upon exercise of the Public Warrants.
3. Authorization. The execution, delivery, and performance by the Company of the Underwriting Agreement and each of the other Transaction Agreements to which the Company is a party, and the issuance, offer, and sale of the Units, the shares of Class A Common Stock included therein, and the Public Warrants included therein, have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, approval by the Board of Directors of the Company as reflected in the Board Resolutions and, to the extent required, approval by the sole stockholder of the Company as reflected in the written consent of PCG.
4. Valid Issuance of Class A Common Stock. The shares of Class A Common Stock to be included in the Units (including up to 15,000,000 shares of Class A Common Stock to be included in the Firm Units and up to 2,250,000 additional shares of Class A Common Stock to be included in the Option Units, if and to the extent the Over-Allotment Option is exercised), when issued and delivered against payment therefor in accordance with the terms and conditions of the Underwriting Agreement, will be validly issued, fully paid, and non-assessable. In rendering this opinion, we have assumed that the total number of shares of Class A Common Stock to be issued in the Offering, together with all other shares of Class A Common Stock previously issued and outstanding or reserved for issuance, will not exceed the total number of shares of Class A Common Stock authorized under the Charter at the time of issuance.
5. Valid Issuance of Public Warrants. The Public Warrants to be included in the Units (including up to 7,500,000 whole Public Warrants to be included in the Firm Units, plus up to 1,125,000 additional whole Public Warrants to be included in the Option Units, if and to the extent the Over-Allotment Option is exercised), when issued and delivered in accordance with the terms and conditions of the Underwriting Agreement and the Warrant Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject in each case to the Enforceability Exceptions (as defined in Part VI below).
6. Valid Issuance of Units. The Units (including up to 15,000,000 Firm Units and up to 2,250,000 Option Units, if and to the extent the Over-Allotment Option is exercised), when issued and delivered against payment therefor in accordance with the terms and conditions of the Underwriting Agreement, will be validly issued.
7. Shares Issuable Upon Exercise of Public Warrants. The shares of Class A Common Stock issuable upon exercise of the Public Warrants have been duly authorized and reserved for issuance by the Board of Directors of the Company, and, when issued and delivered upon exercise of the Public Warrants in accordance with the terms and conditions of the Warrant Agreement and upon receipt by the Company of the exercise price of $11.50 per share (subject to adjustment as set forth in the Warrant Agreement), will be validly issued, fully paid, and non-assessable.
8. Execution and Delivery of Underwriting Agreement. The Underwriting Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject in each case to the Enforceability Exceptions.
9. No Conflicts. The execution, delivery, and performance by the Company of the Underwriting Agreement and each of the other Transaction Agreements to which the Company is a party, and the issuance and sale of the securities contemplated thereby, do not and will not:
(i) violate the Charter or the Bylaws of the Company;
(ii) violate any applicable law, rule, or regulation of the State of Delaware (including the DGCL) or any applicable federal law of the United States of America that, in our experience, is normally applicable to transactions of the type contemplated by the Underwriting Agreement and the Transaction Agreements and that we, in the exercise of customary professional diligence, would reasonably recognize as being applicable to the Company or the transactions contemplated hereby; or
(iii) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Company pursuant to, any agreement, contract, indenture, mortgage, deed of trust, or other instrument known to us to be binding upon the Company or any of its properties or assets.
10. No Additional Consents or Approvals Required. No consent, approval, authorization, order, registration, qualification, or filing of or with any court or governmental agency or body of the United States or the State of Delaware is required for the consummation by the Company of the transactions contemplated by the Underwriting Agreement and the Transaction Agreements, except:
(i) such as have been obtained or made under the Securities Act, including the effectiveness of the Registration Statement on Form S-1 (File No. 333-260847) as declared effective by the SEC on January 14, 2022, and the filing of the Prospectus with the SEC pursuant to Rule 424(b)(4) under the Securities Act;
(ii) such as may be required under applicable state securities or "blue sky" laws in connection with the offer and sale of the Units and the component securities thereof, as to which we express no opinion; and
(iii) such as may be required by the Financial Industry Regulatory Authority, Inc. ("FINRA") or Nasdaq in connection with the Offering and the listing of the Units, shares of Class A Common Stock, and Public Warrants on Nasdaq.
V. 10b-5 Negative Assurance
The statements in this Part V are provided solely for the benefit of the addressees of this letter in their capacity as underwriters in connection with the Offering and are not intended to constitute, and do not constitute, an opinion of law. Rather, the statements set forth in this Part V constitute a confirmation based on our participation in the preparation of the Registration Statement and the Prospectus, as described more fully below.
In connection with the Offering, we have participated in the preparation of the Registration Statement on Form S-1 (File No. 333-260847), including each amendment thereto (Amendment No. 1 filed with the SEC on December 17, 2021, and Amendment No. 2 filed with the SEC on January 11, 2022), and the Prospectus (to be filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on or about January 20, 2022). In the course of our engagement, we have participated in conferences with officers and other representatives of the Company, including Marco A. Pellegrino, Chairman of the Board and Chief Executive Officer, and Daniella R. Pellegrino, President and Chief Financial Officer, as well as representatives of Whitmore, Linden & Pratt LLP, the Company's independent registered public accounting firm, representatives of Meridian Tidewater Securities LLC and Brindoval Partners Capital LLC, and representatives of Garrison Whitfield LLP, counsel to the Underwriters, at which conferences the contents of the Registration Statement and the Prospectus and related matters were discussed. We have also reviewed and commented upon drafts of the Registration Statement and the Prospectus and have considered such other matters as we have deemed relevant in the course of our representation.
Based on the foregoing (but without having undertaken any independent investigation to verify the accuracy, completeness, or fairness of the statements contained in the Registration Statement or the Prospectus, and with the exclusions set forth below), nothing has come to our attention that causes us to believe that:
(i) the Registration Statement on Form S-1 (File No. 333-260847), as of the date it was declared effective by the SEC on January 14, 2022 (or as of the date of any post-effective amendment thereto), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or
(ii) the Prospectus, as of the date hereof (January 19, 2022), contains an untrue statement of a material fact 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 in this Part V do not apply to, and we express no view with respect to:
(A) the financial statements, financial schedules, and other financial or accounting data included in or incorporated by reference into the Registration Statement or the Prospectus, including without limitation the audited balance sheet of PHAC as of September 30, 2021, audited by Whitmore, Linden & Pratt LLP and included in the Registration Statement, and any notes or supplementary information related thereto;
(B) any statistical data, projections, or forward-looking statements contained in the Registration Statement or the Prospectus; and
(C) any XBRL (eXtensible Business Reporting Language) interactive data filed as exhibits to the Registration Statement.
VI. Enforceability Exceptions
As used in the opinions set forth in Part IV above, the term "Enforceability Exceptions" means: (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws relating to or affecting the enforcement of creditors' rights generally, as the same may be enacted, amended, or interpreted from time to time; and (ii) general principles of equity, including, without limitation, principles of commercial reasonableness, good faith and fair dealing, the possible unavailability of specific performance or injunctive relief, concepts of materiality, and the discretion of the court before which any proceeding may be brought, regardless of whether enforcement is sought in a proceeding at law or in equity.
VII. Qualifications and Limitations
A. Scope of Law
The opinions expressed herein are limited in all respects to the federal laws of the United States of America and the General Corporation Law of the State of Delaware (the "DGCL"), and we express no opinion with respect to the laws of any other jurisdiction, including without limitation the laws of the State of New York, the laws of the State of Florida, or the laws of any foreign jurisdiction. To the extent that the Transaction Agreements or any documents related thereto may be governed by the laws of any jurisdiction other than the federal laws of the United States or the DGCL, we express no opinion as to the effect of such laws on the opinions expressed herein. We note that the Company's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., 1209 Orange Street, Wilmington, Delaware 19801.
B. Date Limitation
The opinions expressed herein are given as of the date hereof, January 19, 2022, and we undertake no obligation (and expressly disclaim any obligation) to update, revise, supplement, or withdraw this opinion letter or any opinion expressed herein after the date hereof, whether by reason of changes in law, changes in fact, the occurrence of future events, or for any other reason whatsoever. We assume no obligation to advise any person of any change in fact, law, or circumstance of which we may hereafter become aware, whether or not such change would affect the opinions expressed herein.
C. Reliance on Certificates and Representations
In rendering the opinions expressed herein, we have relied, to the extent we deemed such reliance appropriate, upon the Officer's Certificate, the Good Standing Certificate, and factual representations made to us by the Company and its officers and directors, without independent verification or investigation of the matters stated therein. We have assumed the accuracy and completeness of all such certificates and representations without undertaking any independent inquiry with respect to the factual matters addressed therein.
D. Scope of Negative Assurance
The 10b-5 negative assurance provided in Part V of this letter is based solely upon our role as counsel to the Company and the Sponsor and our participation in the preparation of the Registration Statement and the Prospectus as described herein. Such negative assurance is not a guarantee or certification, and it is subject to the inherent limitations of the "negative assurance" process, which, as recognized by the legal profession and the SEC, does not include an audit, an independent verification of factual matters, an appraisal, or any other form of due diligence investigation that would customarily be undertaken by an independent registered public accounting firm or other professional advisor. The procedures undertaken by us in connection with providing such negative assurance were limited to our role as counsel in the preparation and review of the Registration Statement and the Prospectus and our participation in the conferences and discussions described in Part V above.
E. No Implied Opinions
No opinion may be inferred or implied beyond the opinions expressly stated herein. Without limiting the generality of the foregoing, we express no opinion with respect to: (i) the tax consequences of the Offering or any of the transactions contemplated by the Transaction Agreements; (ii) compliance with antifraud provisions of any federal or state securities laws, except to the extent expressly set forth in Part V above; (iii) the accuracy or completeness of any representations or warranties made by any party in any of the Transaction Agreements; (iv) the financial condition of the Company or the value of any assets of the Company; or (v) any matters of title to, or ownership of, any property or assets of the Company.
VIII. Reliance and Consent
A. Reliance.  This opinion letter is addressed to, and may be relied upon by, Pellegrino Hospitality Acquisition Corp., Meridian Tidewater Securities LLC (in its capacity as representative of the several Underwriters named in the Underwriting Agreement), and Brindoval Partners Capital LLC, solely in connection with the Offering and the transactions contemplated by the Underwriting Agreement. This opinion letter is rendered solely for the benefit of the foregoing addressees and may not be relied upon by, quoted to, or delivered to any other person or entity, or used, circulated, or referred to for any other purpose, without our prior written consent in each instance, except that this opinion letter may be relied upon by persons entitled to rely thereon pursuant to applicable provisions of federal securities law.
B. Consent to Filing
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement on Form S-1 (File No. 333-260847) 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 the foregoing consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder, nor do we thereby admit that we are "experts" within the meaning of such term as used in the Securities Act or the rules and regulations of the SEC promulgated thereunder with respect to any part of the Registration Statement, including this opinion letter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Theodore Langston
Title: Partner
425 Lexington Avenue New York, New York 10017
C&H Matter No. 1027-00001

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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