EX-5.1 2 ea177961ex5-1_faraday.htm OPINION OF SIDLEY AUSTIN LLP

Exhibit 5.1

 

Sidley Austin LLP

One South Dearborn Street

Chicago, IL 60603

+1 312 853 7000

+1 312 853 7036 Fax

 

AMERICA   ●  ASIA PACIFIC   ●   EUROPE

 

 

 

 

 

 

 

 

May 4, 2023

 

Faraday Future Intelligent Electric Inc.

18455 S. Figueroa Street

Gardena, California 90248

 

Re:Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We refer to the Registration Statement on Form S-1 (the “Registration Statement”), filed by Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) covering the registration of (a) the issuance of up to an aggregate of 115,504,901 shares (the “Shares”) of the Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”), that are initially issuable upon conversion of certain convertible notes (the “Notes”) issued or issuable in a private placement to certain institutional investors pursuant to that certain Securities Purchase Agreement (the “SPA”), dated as of August 14, 2022, as amended by Amendment No. 1 to Securities Purchase Agreement and Convertible Senior Secured Promissory Notes, dated September 23, 2022, the Joinder and Amendment Agreement, dated September 25, 2022, the Limited Consent and Third Amendment to the SPA, dated October 24, 2022, the Limited Consent and Amendment to the SPA, dated November 8, 2022, the Letter Agreement and Amendment to the SPA, dated December 28, 2022, the Limited Consent and Amendment No. 5 to the SPA, dated January 25, 2023, Amendment No. 6 to the SPA, dated February 3, 2023, and Amendment No. 7 to the SPA, dated March 23, 2023, by and among the Company, FF Simplicity Ventures LLC, in its capacity as administrative agent and collateral agent, and each of the purchasers from time to time party thereto, and (b) the resale of the Shares by holders of such Notes.

 

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

 

 

 

 
   
Faraday Future Intelligent Electric Inc.  
May 4, 2023  
Page 2  

 

We have examined the Registration Statement, the Company’s second amended and restated certificate of incorporation (the “Certificate of Incorporation”), the Company’s amended and restated bylaws (the “Bylaws”), the SPA, and resolutions adopted by the board of directors of the Company relating to the Registration Statement, the SPA, and the issuance by the Company of the Notes and the Shares issuable upon conversion of the Notes. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.

 

Based on the foregoing and subject to the other qualifications and limitations set forth herein, we are of the opinion that the Shares will be validly issued, fully paid and non-assessable when: (i) the Registration Statement, as finally amended, shall have been declared effective under the Securities Act and (ii) certificates representing such Shares shall have been duly executed, countersigned and registered and duly delivered to the purchasers thereof against payment of the conversion price therefor or, if any such Shares are to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Shares to the purchasers thereof against payment of the conversion price therefor, all in accordance with the terms of the respective Notes and the SPA.

 

With respect to each instrument or agreement referred to in, or otherwise relevant to, the opinions set forth herein (each, an “Instrument”), we have assumed, to the extent relevant to the opinions set forth herein, that (i) each party to such Instrument (if not a natural person) was duly organized or formed, as the case may be, and was at all relevant times and is validly existing and in good standing under the laws of its jurisdiction of organization or formation, as the case may be, and had at all relevant times and has full right, power and authority to execute, deliver and perform its obligations under such Instrument and (ii) such Instrument has been duly authorized, executed and delivered by, and was at all relevant times and is a valid, binding and enforceable agreement or obligation, as the case may be, of each party thereto; provided, that we make no assumption insofar as such assumption relates to the Company and is expressly covered by our opinions set forth herein.

 

We express no opinion as to any provision of any instrument, agreement or other document (i) regarding severability of the provisions thereof; or (ii) providing that the assertion or employment of any right or remedy shall not prevent the concurrent assertion or employment of any other right or remedy, or that every right and remedy shall be cumulative and in addition to every other right and remedy, or that any delay or omission to exercise any right or remedy shall not impair any right or remedy or constitute a waiver thereof.

 

 

 

 
   
Faraday Future Intelligent Electric Inc.  
May 4, 2023  
Page 3  

 

Our opinions are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief.

 

For the purposes of this opinion letter, we have assumed that, at the time of the issuance, sale and delivery of any of the Shares: (i) such Shares will be issued and sold as contemplated in the Registration Statement and the prospectus relating thereto; and (ii) the Certificate of Incorporation and the Bylaws, each as currently in effect, will not have been modified or amended and will be in full force and effect.

 

In rendering the opinion set forth herein, we have assumed that at the time of conversion of the Notes there will be a sufficient number of shares of Class A Common Stock authorized and then available for issuance under the Certificate of Incorporation as then in effect.

 

This opinion letter is limited to the General Corporation Law of the State of Delaware and the laws of the State of New York. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws, or as to the municipal laws or the laws, rules or regulations of any local agencies or governmental authorities of or within the State of New York.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

  Very truly yours,
   
  /s/ Sidley Austin LLP