September 22, 2026
Accelevation Holdings Corp.
9555 N. Springboro Pike, Suite 400
Miamisburg, Ohio 45342
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| Registration Statement on Form S-1 |
Ladies and Gentlemen:
We are issuing this opinion in our capacity as special legal counsel to Accelevation
Holdings Corp., a Delaware corporation (the “Company”), in connection with the proposed
registration by the Company of up to 34,500,000 shares of its Class A common stock, par value
$0.0001 per share (the “Class A Common Stock”), consisting of 8,635,165 shares of Class A
Common Stock to be newly issued and sold by the Company (the “Company Shares”) and
21,364,835 shares of Class A Common Stock (together with the Company Shares, the “Shares”)
to be sold by the stockholders (the “Selling Stockholders”) listed in the Registration Statement
(as defined below) under “Principal and Selling Stockholders,” including up to 4,500,000 shares
of Class A Common Stock to be sold by the Selling Stockholders upon exercise of the
underwriters’ over-allotment option, pursuant to a Registration Statement on Form S-1
(Registration No. 333-298715), initially publicly filed with the U.S. Securities and Exchange
Commission (the “Commission”) on September 2, 2026, under the Securities Act of 1933, as
amended (the “Act”) (such Registration Statement, as amended or supplemented, the
“Registration Statement”). The term “Shares” shall include any additional shares of Class A
Common Stock registered by the Company pursuant to Rule 462(b) under the Act in connection
with the offering contemplated by the Registration Statement.
In connection therewith, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, corporate records and other instruments as we
have deemed necessary for the purposes of this opinion, including: (i) the corporate and
organizational documents of the Company, including the form of Amended and Restated
Certificate of Incorporation of the Company filed as Exhibit 3.2 to the Registration Statement
(the “Certificate of Incorporation”) to be filed with the Secretary of State of the State of
Delaware, which will become effective prior to the sale of the Shares; (ii) minutes and records of
the proceedings of the Company with respect to the issuance and sale of the Shares; (iii) the form
of Underwriting Agreement in the form filed as Exhibit 1.1 to the Registration Statement
proposed to be entered into by and among the Company, Accelevation Holdings LLC, the