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Delaware
(State or other jurisdiction of incorporation or organization) |
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6770
(Primary Standard Industrial Classification Code Number) |
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85-3809075
(I.R.S. Employer Identification Number) |
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Gregg A. Noel, Esq.
P. Michelle Gasaway, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, CA 90071 (213) 687-5000 |
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Samantha H. Crispin, Esq.
Travis J. Wofford, Esq. Baker Botts L.L.P. 2001 Ross Avenue, Suite 900 Dallas, Texas 75201 (214) 953-6500 |
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Paul D. Tropp, Esq.
Christopher J. Capuzzi, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 (212) 596-9000 |
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| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | | |
Smaller reporting company ☐
Emerging growth company ☒ |
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Title of Each Class of
Security Being Registered |
| | |
Amount Being
Registered |
| | |
Proposed Maximum
Offering Price per Security(1) |
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Proposed Maximum
Aggregate Offering Price(1) |
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Amount of
Registration Fee |
| |||||||||
Units, each consisting of one share of Series A common stock, $0.0001 par
value per share, and one-fifth of one redeemable warrant(2) |
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57,500,000 Units
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| | | | $ | 10.00 | | | | | | $ | 575,000,000 | | | | | | $ | 62,732.50 | | |
Shares of Series A common stock included as part of the units(3)
|
| | |
57,500,000 Shares
|
| | | | | — | | | | | | | — | | | | | | | —(4) | | |
Redeemable warrants included as part of the units(3)
|
| | |
11,500,000 Warrants
|
| | | | | — | | | | | | | — | | | | | | | —(4) | | |
Total
|
| | | | | | | | | | | | | | | $ | 575,000,000 | | | | | | $ | 62,732.50(5) | | |
Exhibit
|
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Description
|
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99.3* | | | Consent of Geoffrey Y. Yang. | |
99.4* | | | Consent of John E. Welsh III. | |
| | | |
LIBERTY MEDIA ACQUISITION
CORPORATION |
| |||
| | | | By: | | | /s/ Renee L. Wilm | |
| | | | Name: | | | Renee L. Wilm | |
| | | | Title: | | | Chief Legal Officer and Chief Administrative Officer | |
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Signature
|
| |
Title
|
| |
Date
|
|
|
*
Gregory B. Maffei
|
| |
President and Chief Executive Officer and Director
(Principal Executive Officer) |
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January 19, 2021
|
|
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*
Brian J. Wendling
|
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Chief Accounting Officer and Principal Financial Officer
(Principal Financial and Accounting Officer) |
| |
January 19, 2021
|
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Exhibit 5.1
Skadden, Arps, Slate, Meagher & Flom llp
One Rodney Square
P.O. Box 636
Wilmington, Delaware 19899-0636
TEL: (302) 651-3000
FAX: (302) 651-3001
www.skadden.com
January 19, 2021
Liberty Media Acquisition Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
RE: | Liberty Media Acquisition Corporation |
Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as special counsel to Liberty Media Corporation, in connection with the initial public offering by Liberty Media Acquisition Corporation, a Delaware corporation (the “Company”), of up to 57,500,000 units of the Company (the “Units”) (including up to 7,500,000 Units subject to an over-allotment option), each Unit consisting of one share of Series A common stock of the Company, par value $0.0001 per share (“Series A Common Stock”), and one-fifth of one redeemable warrant of the Company (each whole warrant, a “Warrant”), each Warrant exercisable for the purchase of one share of Series A Common Stock. The Units, the Series A Common Stock and Warrants, in each case, included as part of the Units, are collectively referred to herein as the “Securities.”
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).
In rendering the opinions stated herein, we have examined and relied upon the following:
(a) the registration statement on Form S-1 (File No. 333-250188) of the Company relating to the Securities filed on November 19, 2020 with the Securities and Exchange Commission (the “Commission”) under the Securities Act, and Pre-Effective Amendments No. 1 and No. 2 thereto (such registration statement, as so amended, being hereinafter referred to as the “Registration Statement”);
Liberty Media Acquisition Corporation
January 19, 2021
Page 2
(b) an executed copy of a certificate of Michael E. Hurelbrink, Assistant Vice President and Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);
(c) a copy of the Company’s Restated Certificate of Incorporation, certified by the Secretary of State of the State of Delaware as of January 5, 2021, certified pursuant to the Secretary’s Certificate;
(d) a copy of the Company’s Bylaws, as amended and in effect as of the date hereof, certified pursuant to the Secretary’s Certificate and filed as Exhibit 3.3 to the Registration Statement;
(e) a copy of certain resolutions of the board of directors of the Company, adopted on January 19, 2021, certified pursuant to the Secretary’s Certificate;
(f) the form of Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between the Company and Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the sale by the Company to the Underwriters of the Units, filed as Exhibit 1.1 to the Registration Statement;
(g) the form of Unit certificate to be used to evidence the Units, filed as Exhibit 4.1 to the Registration Statement (the “Unit Certificate”);
(h) the form of Warrant certificate, filed as Exhibit 4.3 to the Registration Statement (the “Warrant Certificate”);
(i) the form of Warrant Agreement (the “Warrant Agreement”) proposed to be entered into by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), filed as Exhibit 4.4 to the Registration Statement; and
(j) a copy of a certificate, dated January 5, 2021, and a bringdown verification thereof, dated the date hereof, from the Secretary of State of the State of Delaware with respect to the Company’s existence and good standing in the State of Delaware.
Liberty Media Acquisition Corporation
January 19, 2021
Page 3
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate.
We do not express any opinion with respect to the laws of any jurisdiction other than the laws of the State of Delaware, including the General Corporation Law of the State of Delaware (all of the foregoing being referred to as “Opined-on Law”).
As used herein, “Transaction Documents” means the Underwriting Agreement, the Unit Certificate, the Warrant Certificate and the Warrant Agreement.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act, (ii) the Underwriting Agreement and the Warrant Agreement have been duly executed and delivered, and (iii) the Unit Certificate and the Warrant Certificate are duly executed and delivered by the Company in accordance with the Underwriting Agreement and the Warrant Agreement, as applicable, upon payment of the agreed upon consideration therefor, that:
1. The Unit Certificate will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of Delaware.
2. The shares of Series A Common Stock included in the Units will be validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.0001 per share.
Liberty Media Acquisition Corporation
January 19, 2021
Page 4
3. The Warrants included in such Units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of Delaware.
The opinions stated herein are subject to the following qualifications:
(a) we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinions stated herein are limited by such laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to the Warrant Agreement or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(c) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;
(d) we have assumed that the Warrant Agreement, when executed and delivered, will constitute the valid and binding obligation of the Warrant Agent, enforceable against the Warrant Agent in accordance with its terms;
(e) to the extent that any opinion relates to the enforceability of the choice of Delaware law and choice of Delaware forum provisions contained in the any Transaction Document, the opinions stated herein are rendered solely in reliance upon Delaware Code title 6, section 2708 and are subject to the qualification that such enforceability may be subject to (i) the exceptions and limitations in Delaware Code title 6, Section 2708 and (ii) principles of public policy, comity and constitutionality;
(f) we do not express any opinion with respect to the enforceability of any provision of any Transaction Document to the extent that such section purports to bind any Opinion Party to the exclusive jurisdiction of any particular federal court or courts; and
Liberty Media Acquisition Corporation
January 19, 2021
Page 5
(g) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document.
In addition, in rendering the foregoing opinions we have assumed that:
(a) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Securities, (i) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject, (ii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject, or (iii) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iii) with respect to the Opined-on Law); and
(b) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Securities, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction (except that we do not make the assumption set forth in this clause (b) with respect to the Opined-on Law).
We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this 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 General Rules and Regulations under the Securities Act.
Very truly yours, | |
/s/ Skadden, Arps, Slate, Meagher & Flom LLP |