ELLENOFF GROSSMAN & SCHOLE LLP
1345 Avenue of the Americas
New York, NY 10105
October 21, 2020
Acies Acquisition Corp.
1219 Morningside Drive, Suite 110
Manhattan Beach, California 90266
RE: Registration Statement of Acies Acquisition Corp.
Ladies and Gentlemen:
We have acted as United States counsel to Acies Acquisition Corp., a Cayman Islands exempted company (the “Company”), in connection with the Company’s registration with the U.S. Securities and Exchange Commission (the “Commission”) of the offering (the “Offering”) of up to 23,000,000 units of the Company, including units issuable upon exercise of the underwriters’ over-allotment option (collectively the “Units”), with each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”) and one-third of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Warrants”), pursuant to a Registration Statement on Form S-1, File No. 333-249297, initially publicly filed by the Company with the Commission on October 5, 2020 (as amended, the “Registration Statement”). This opinion letter is being provided in accordance with the Legal Matters section of the prospectus included in the Registration Statement and the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and solely in connection with the distribution of the Units pursuant to the Registration Statement. It is not to be relied upon for any other purpose.
We have examined such documents and considered such legal matters as we have deemed necessary and relevant to form the basis for the opinions set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of such original documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.
Based upon the foregoing, we are of the opinion that:
1. Units. When the Registration Statement becomes effective under the Securities Act, and when the Offering is completed as contemplated by the Registration Statement, the Units will be legally binding obligations of the Company, enforceable in accordance with their terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and (d) that we express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law provided for in the Unit certificates, a specimen of which has been filed as an exhibit to the Registration Statement, or in the warrant agreement (the “Warrant Agreement”), the form of which has been filed as an exhibit to the Registration Statement.
2. Warrants. When the Registration Statement becomes effective under the Securities Act, and when the Warrants underlying the Units are issued, delivered and paid for as part of the Units, as contemplated by the Registration Statement, the Warrants will be legally binding obligations of the Company, enforceable in accordance with their terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in