March 25, 2021
Altimar Acquisition Corporation
40 West 57th Street, 33rd Floor
New York, New York 10019
Re: Altimar Acquisition Corporation Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Altimar Acquisition Corporation, a Cayman Islands company (the Company), in connection with the Registration Statement on Form S-4, as amended (the Registration Statement), of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the Securities Act), and the rules and regulations thereunder (the Rules). You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. On December 23, 2020 the Company
entered into a business combination agreement (as amended, the Business Combination Agreement), with Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC. In connection with and immediately prior to the consummation of the business combination contemplated by the Business Combination Agreement (the Business Combination), the Company will change its jurisdiction of incorporation by discontinuing as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the Domestication).
In connection with the Domestication, the Company will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Law (2020 Revision) and a domestication under Section 388 of the General Corporation Law of the State of Delaware (the DGCL) by filing a certificate of corporate domestication (the Certificate of Domestication) simultaneously with a certificate of incorporation (the Certificate of Incorporation), in each case in respect of the Company with the Secretary of State of the State of Delaware (the DE Secretary of State). The Domestication is expected to be effectuated immediately prior to the consummation of the Business Combination (the Closing) and is subject to the approval of the shareholders of the Company. We herein refer to the Company following effectiveness of the Domestication and simultaneous with the Closing as Blue Owl Capital Inc. (Blue Owl).
On the effective date of the Domestication, the Companys currently issued and outstanding Class A ordinary shares, par value $0.0001 per share (Class A ordinary shares) will automatically convert by operation of law, on a one-for-one basis, into shares of Class A common stock, par value $0.0001 per share, of Blue Owl (Blue Owl Class A common stock). Similarly, all of the Companys outstanding warrants will become warrants to acquire the corresponding shares of Blue Owl Class A common stock and no other changes will be made to the terms of any outstanding warrants as a result of the Domestication. The Business Combination is subject to satisfaction or waiver of a number of conditions, including, among others, approval and adoption of the Business Combination Agreement by the Companys shareholders as well as completion of the Domestication.
The Registration Statement relates to the registration under the Securities Act of (i) up to 34,375,000 shares of Blue Owl Class A common stock, (ii) up to 14,166,667 warrants to purchase Blue Owl Class A common stock (the Warrants) and (iii) up to 14,166,667 shares of Blue Owl Class A common stock issuable upon exercise of Warrants.
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the Documents):
1. the Registration Statement;
2. the Business Combination Agreement;
3. the form of Certificate of Incorporation of Blue Owl to be effective upon the Closing;
4. the form of bylaws of Blue Owl to be effective upon the Closing (the Bylaws);
5. the Warrant Agreement, dated as of October 22, 2020, between the Company and Continental Stock Transfer & Trust Company (the Warrant Agreement).
In addition, we have examined originals or copies of such corporate records of the Company that we have considered appropriate; resolutions of the board of directors of the Company relating to, among other things, the Registration Statement, the Business Combination and the Domestication, certified by the Company; and such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company made in the Documents and upon certificates of public officials and the officers of the Company.
We also have 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, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth below.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have further assumed that, before the issuance of the Blue Owl Class A common stock, the conditions to consummating the transactions contemplated by the Business Combination Agreement, including with respect to the filing procedure for effecting a domestication under Section 388 of the DGCL, will have been satisfied or duly waived.
In addition to the foregoing, for the purpose of rendering our opinions as expressed herein, we have assumed that:
1. Prior to effecting the Domestication: (i) the Registration Statement, as finally amended, will have become effective under the Securities Act; (ii) the shareholders of the Company will have approved, among other things, the Business
Combination Agreement and the Domestication; and (iii) all other necessary action will have been taken under the applicable laws of the Cayman Islands to authorize and permit the Domestication, and any and all consents, approvals and authorizations from applicable Cayman Islands governmental and regulatory authorities required to authorize and permit the Domestication will have been obtained; and
2. The current draft of the Certificate of Incorporation, in the form thereof submitted for our review, without alteration or amendment (other than identifying the appropriate date), will be duly authorized and executed and thereafter be duly filed with the DE Secretary of State in accordance with Section 103 of the DGCL, that no other certificate or document, other than the Certificate of Domestication as required under Section 388 of the DGCL, has been, or prior to the filing of the Certificate of Incorporation will be, filed by or in respect of the Company with the DE Secretary of State and that the Company will pay all fees and other charges required to be paid in connection with the filing of the Certificate of Incorporation.
3. Each Class A ordinary share outstanding immediately prior to the effectiveness of the Domestication was duly authorized, validly issued, fully paid and non-assessable under the laws of the Cayman Islands and has been entered in the register of members (shareholders).
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that:
1. Upon the filing of the Certificate of Domestication simultaneously with the Certificate of Incorporation with the DE Secretary of State the Blue Owl Class A common stock will have been duly authorized by all necessary corporate action on the part of the Company and, upon the automatic conversion, by operation of law, on a one-for-one basis of the Class A ordinary shares into Blue Owl Class A common stock, the Blue Owl Class A common stock will be validly issued, fully paid and non-assessable.
2. Upon effectiveness of the Domestication, each Warrant will be a valid and binding obligation of Blue Owl, enforceable against Blue Owl in accordance with its terms, except that (i) the enforceability of the Warrants may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors rights generally and possible judicial action giving effect to governmental actions relating to persons or transactions or foreign laws affecting creditors rights and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and (ii) we express no opinion as to the validity, legally binding effect or enforceability of Section 4(j) of the Warrant Agreement or any related provision in the Warrants that requires or relates to adjustments to the conversion rate in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or forfeiture.
The opinion expressed above is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading Legal Matters contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Securities Act or the Rules.
|Very truly yours,|
|/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP|
|PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP|