Exhibit 5.1

 

Loeb & Loeb LLP

 

345 Park Avenue

New York, NY 10154-1895


Main    212.407.4000
Fax       212.407.4990


 

June 9, 2021

 

NewHold Investment Corp.

12141 Wickchester Ln.,

Suite 325

Houston, Texas 77079

 

Re:NewHold Investment Corp.

 

Ladies and Gentlemen:

 

Reference is made to the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission by NewHold Investment Corp., a Delaware corporation (the “Company”), under the Securities Act of 1933, as amended (the “Act”), covering an offering of 47,069,088 shares of common stock of the Company, par value of $0.0001 per share (the “Common Stock”).

 

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion 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 reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officer of the Company.

 

Based upon the foregoing, we are of the opinion that the Common Stock, when issued and paid for accordance with the terms of the Agreement and Plan of Merger by and among the Company, NHIC Sub and Evolv Technologies, Inc. dated March 5, 2021, as amended (the “Merger Agreement”), will be legally issued, fully paid and non-assessable as contemplated in the Registration Statement.

 

We are opining solely on all applicable statutory provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable provisions of the Constitution of the State of Delaware and all applicable judicial and regulatory determinations.

 

 

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For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

 

 

 

 

NewHold Investment Corp.

June 9, 2021

Page 2

 

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

 

Very truly yours,

 

/s/ Loeb & Loeb LLP

 

Loeb & Loeb LLP