EX-5.2 3 ea133885ex5-2_fusionfuel.htm OPINION OF ARTHUR COX LLP

Exhibit 5.2

 

Our Reference:      FU049/001/

 

26 January 2021

 

PRIVATE AND CONFIDENTIAL

 

Board of Directors

Fusion Fuel Green PLC

10 Earlsfort Terrace

Dublin 2

D02 T380, Ireland

 

Re:Fusion Fuel Green PLC (the “Company”)

 

Dear Sirs

 

1.Basis of Opinion

 

1.1We are acting as Irish counsel to the Company, registered number 669283, a public company limited by shares, incorporated under the laws of Ireland, in connection with the business combination agreement dated 6 June 2020 as amended on 25 August 2020 between, amongst others, the Company, Fusion Welcome – Fuel, S.A. and HL Acquisitions Corp. (the “Business Combination Agreement”) and the registration statement on Form F-1 (No. 333-251990) filed with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) on 8 January 2021 and amended on 26 January 2021 (the “Registration Statement”). We refer in particular to the registration by the Company of:

 

(a)10,402,636 Class A Ordinary Shares of the Company for issuance pursuant to the Registration Statement (the “Shares for Issuance”);

 

(b)10,759,133 Class A Ordinary Shares of the Company for resale pursuant to the Registration Statement (the “Shares for Resale” and, together with the Shares for Issuance, the “Shares”); and

 

(c)4,372,892 warrants to purchase Class A Ordinary Shares of the Company for resale pursuant to the Registration Statement (the “Warrants”).

 

 

 

 

1.2This Opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date of this Opinion as currently applied by the courts of Ireland. We have made no investigations of, and we express no opinion as to the laws of, any other jurisdiction or their effect on this Opinion. This Opinion speaks only as of its date. We assume no obligation to update this Opinion at any time in the future or to advise you of any change in law or change in interpretation of law which may occur after the date of this Opinion.

 

1.3This Opinion is also strictly confined to:

 

(a)the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter;

 

(b)the documents listed in the Schedule to this Opinion (the “Documents”); and

 

(c)the searches listed at 1.5 below.

 

1.4In giving this Opinion, we have examined copies of the Documents sent to us by email in pdf or other electronic format.

 

1.5For the purpose of giving this Opinion, we have caused to be made the following legal searches against the Company on 8 January 2021 (collectively the “Searches”):

 

(a)on the file of the Company maintained by the Registrar of Companies in Dublin for mortgages, debentures or similar charges or notices thereof and for the appointment of any receiver, examiner or liquidator;

 

(b)in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like for the five years immediately preceding the date of the search; and

 

(c)in the Central Office of the High Court in Dublin for any proceedings and petitions filed in the last two years.

 

1.6This Opinion is governed by and is to be construed in accordance with the laws of Ireland as interpreted by the courts of Ireland at the date of this Opinion.

 

1.7No opinion is expressed as to the taxation consequences of any of the matters referred to in the Registration Statement or the transactions referred to therein or contemplated thereby.

 

2.Opinion

 

Subject to the assumptions set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:

 

2.1the Company is a public limited company, is duly incorporated and validly existing under the laws of Ireland and has the requisite corporate authority to issue the Shares;

 

2.2the Shares, when issued by the Company in accordance with the terms of the Registration Statement and the Business Combination Agreement, will have been duly authorised pursuant to resolutions of the board of directors of the Company or a duly appointed committee thereof, and will be validly issued, fully paid and non-assessable (which term means that no further sums are required to be paid by the holders thereof in connection with the issue of the Shares);

 

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2.3the Company has the requisite corporate authority to issue warrants to purchase the Shares, and therefore has the requisite authority to be the issuer of the Warrants; and

 

2.4Shares issuable upon exercise of the Warrants (the “Warrant Shares”) have been duly authorised, and, when issued upon exercise of the Warrants in accordance with the Warrant Agreement (as described in Schedule 1), such Warrant Shares will be validly issued, fully paid and non-assessable (which term means that no further sums are required to be paid by the holders thereof in connection with the issue of the Warrant Shares).

 

3.Assumptions

 

For the purpose of giving this Opinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:

 

Registration Statement, the Shares and the Warrants

 

3.1that the Registration Statement will have become effective under the Securities Act;

 

3.2that the Shares will be issued and the Warrants will come into existence (the “Securities Issuance Event”) in accordance with the appropriate resolutions and authorities of the shareholders and directors of the Company passed prior to the closing of the Business Combination Agreement (“Closing”) and in accordance with the terms of the Registration Statement;

 

3.3there shall be no fraud on the part of the Company and its respective officers, employees, agents and advisers and that the Company will effect the Securities Issuance Event in good faith, for its legitimate and bona fide business purposes. We have further assumed that: (i) the Company will be fully solvent at the time of and immediately following the Securities Issuance Event; (ii) no resolution or petition for the appointment of a liquidator or examiner will be passed or presented prior to the Securities Issuance Event; (iii) no receiver will have been appointed in relation to any of the assets or undertaking of the Company prior to the Securities Issuance Event, and (iv) no composition in satisfaction of debts, scheme of arrangement, or compromise or arrangement with creditors or members (or any class of creditors or members) will be proposed, sanctioned or approved in relation to the Company prior to the Securities Issuance Event;

 

Authenticity and bona fides

 

3.4the completeness and authenticity of all Documents submitted to us as originals or copies of originals (and in the case of copies, conformity to the originals of such copies), the genuineness of all signatories, stamps and seals thereon and where incomplete or draft Documents have been submitted to us that the original executed versions of such Documents are identical to the last draft of the Documents submitted to us;

 

3.5that the copies produced to us of minutes of meetings and/or resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof;

 

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3.6that there is, at the relevant time of the Securities Issuance Event, no matter affecting the authority of the directors to effect the Securities Issuance Event, not disclosed by the Constitution of the Company or the resolutions produced to us, which would have any adverse implications in relation to the opinions expressed in this Opinion;

 

Constitution and Resolutions

 

3.7that the Constitution of the Company scheduled to this Opinion will be the form of constitution in place when the Shares and/or Warrants are being issued or come into existence and that there shall be no other terms governing the Shares other than those set out in the Constitution;

 

3.8all director and shareholder resolutions required to authorise the Securities Issuance Event have been validly passed prior to Closing and shall not have been revoked, rescinded or amended;

 

Accuracy of Searches and Warranties

 

3.9the accuracy and completeness of the information disclosed in the searches referred to in section 1.5 above and that such information has not since the time of such search or enquiry been altered. It should be noted that searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or any other action taken for the winding-up of or the appointment of a receiver or an examiner to the Company; and

 

3.10the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Documents.

 

4.Disclosure

 

4.1This Opinion is addressed to you in connection with the registration of the Shares and the Warrants with the SEC. We hereby consent to the inclusion of this Opinion as an exhibit to the Registration Statement to be filed with the SEC and to the use of our name in the proxy statement/prospectus that forms part of the Registration Statement.

 

Yours faithfully,  
   
   
   
ARTHUR COX LLP  

 

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Schedule 1

 

Documents Examined

 

1.The Registration Statement and the documents incorporated by reference therein.

 

2.The Business Combination Agreement dated 6 June 2020 and as amended on 25 August 2020 entered into between, among others, the Company, Fusion Welcome – Fuel, S.A. and HL Acquisitions Corp.

 

3.A copy of the resolution of the board of directors of the Company dated 4 June 2020 regarding the approval of and adoption of, among other things, the Business Combination Agreement.

 

4.Copies of minutes of three separate meetings of the board of directors of the Company dated 4 December 2020 approving the closing of the Business Combination Agreement.

 

5.A copy of the Constitution of the Company in the form adopted on closing of the Business Combination Agreement, being the form of Constitution in place as at the date of this Opinion.

 

6.An Officer’s Certificate of the secretary of the Company dated 8 January 2021.

 

7.A copy of the Certificate of Incorporation of the Company on registration as a public limited company under the Companies Act 2014 of Ireland on 2 October 2020.

 

8.Letter of Status from the Irish Companies Registration Office dated 4 December 2020.

 

9.A copy of the novation agreement dated 10 December 2020 between the Company, HL Acquisitions Corp. and Continental Stock Transfer & Trust Company.

 

10.A draft of the Warrant Agreement dated 10 December 2020 between the Company and Continental Stock Transfer & Trust Company.

 

 

 

 

Schedule 2

 

Searches

 

 

 

 

Schedule 3

 

CONSTITUTION