EX-5.2 3 tm2417759d2_ex5-2.htm EXHIBIT 5.2

 

Exhibit 5.2

 

    99 Bishopsgate  
    London EC2M 3XF
    United Kingdom  
  Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460
  www.lw.com  
    FIRM / AFFILIATE OFFICES
    Austin Milan
    Beijing Munich
    Boston New York
    Brussels Orange County
June 28, 2024   Century City Paris
    Chicago Riyadh
    Dubai San Diego
    Düsseldorf San Francisco
    Frankfurt Seoul
    Hamburg Silicon Valley
    Hong Kong Singapore
GDEV Inc.   Houston Tel Aviv
55, Griva Digeni   London Tokyo
3101, Limassol   Los Angeles Washington, D.C.
Cyprus   Madrid  

 

Re:          GDEV Inc. – Registration Statement on Form F-3

 

To the addressee set forth above:

 

We have acted as special counsel to GDEV Inc., a British Virgin Islands business company (the “Company”), in connection with its filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form F-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration (i) of up to 222,516,619 outstanding shares (the “Selling Securityholder Shares”) of ordinary shares of the Company, no par value (the “ordinary shares”), which includes up to 7,750,000 ordinary shares issuable upon the exercise of 7,750,000 Selling Securityholder Warrants (as defined below), and up to 7,750,000 warrants (the “Selling Securityholder Warrants”) to purchase ordinary shares, in each case, to be resold from time to time by certain selling securityholders of the Company, and (ii) for issue by the Company of up to 12,499,993 ordinary shares issuable upon the exercise of public warrants to purchase ordinary shares.

 

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus or related applicable prospectus supplement (collectively, the “Prospectus”).

 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. Various matters concerning the laws of the British Virgin Islands are addressed in the opinion of Ogier, which has been separately provided to you. We express no opinion with respect to those matters herein, and, to the extent such matters are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.

 

Latham & Watkins is the business name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the laws of New York and authorised and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners of Latham & Watkins (London) LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such persons are either solicitors, registered foreign lawyers, or managers authorised by the SRA. We are affiliated with the firm Latham & Watkins LLP, a limited liability partnership organised under the laws of Delaware.

 

 

 

 

June 28, 2024

Page 2

 

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Selling Securityholder Warrants are the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii)(a) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), (b) concepts of materiality, reasonableness, good faith and fair dealing, and (c) the discretion of the court before which a proceeding is brought; and (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy. We express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) waivers of rights or defenses, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) the creation, validity, attachment, perfection, or priority of any lien or security interest, (f) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (g) waivers of broadly or vaguely stated rights, (h) provisions for exclusivity, election or cumulation of rights or remedies, (i) provisions authorizing or validating conclusive or discretionary determinations, (j) grants of setoff rights, (k) proxies, powers and trusts, (l) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, and (m) the severability, if invalid, of provisions to the foregoing effect.

 

With your consent, we have assumed (i) that each of the Selling Securityholder Warrants, that certain Warrant Agreement dated as of August 5, 2020, between Kismet Acquisition One Corp. (“Kismet”) and Continental Stock Transfer & Trust Company (“Continental”) governing the Selling Securityholder Warrants, and that certain Assignment, Assumption and Amendment Agreement, dated as of August 25, 2021, by and among the Kismet, the Company and Continental governing the Selling Securityholder Warrants (collectively, the “Documents”) will be governed by the internal laws of the State of New York, (ii) that each of the Documents has been duly authorized, executed and delivered by the parties thereto, (iii) that each of the Documents constitutes or will constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms, and (iv) that the status of each of the Documents as legally valid and binding obligations of the parties will not be affected by any (a) breaches of, or defaults under, agreements or instruments, (b) violations of statutes, rules, regulations or court or governmental orders or (c) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.

 

 

 

 

June 28, 2024

Page 3

 

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement or post-effective amendment to the Registration Statement filed pursuant to Rule 462(b) under the Act with respect to the Selling Securityholder Warrants. 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 Act or the rules and regulations of the Commission thereunder.

 

  Sincerely,
   
  /s/ Latham & Watkins LLP