October 1, 2026
Accelevation Holdings Corp.
9555 N. Springboro Pike, Suite 400
Miamisburg, Ohio 45342
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| Registration Statement on Form S-8 |
Ladies and Gentlemen:
We are issuing this opinion in our capacity as special legal counsel for Accelevation Holdings
Corp., a Delaware corporation (the “Company”), in connection with the Registration Statement on
Form S-8 (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission
(the “Commission”) on or about the date hereof under the Securities Act of 1933, as amended (the “Act”),
relating to the issuance by the Company of an aggregate of up to 40,000,000 shares (the “Shares”) of the
Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), that
may be issued by the Company under the Accelevation Holdings Corp. 2026 Omnibus Incentive Plan (the
“Omnibus Plan”), including shares of Class A Common Stock that may again become available for
delivery with respect to awards under the Omnibus Plan pursuant to the share counting, share recycling
and other terms and conditions of the Omnibus Plan.
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; (ii) minutes and records of the proceedings of the Company with respect to the Registration
Statement; (iii) the Omnibus Plan; and (iv) the Registration Statement and the exhibits thereto.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us
as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity
of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all
natural persons, the genuineness of the signatures of persons signing all documents in connection with
which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto (other
than the Company) and the due authorization, execution and delivery of all documents by the parties
thereto (other than the Company). As to any facts material to the opinions expressed herein that we have
not independently established or verified, we have relied upon statements and representations of the
officers and other representatives of the Company and others.
We have further assumed that at all future times relevant to this opinion the number of shares of
Class A Common Stock that the Company is authorized to issue pursuant to its Amended and Restated
Certificate of Incorporation will exceed the number of shares of Class A Common Stock outstanding and
the number of shares of Class A Common Stock that the Company is obligated to issue (or had otherwise
reserved for issuance) for any purposes by at least the number of Shares.