Exhibit 5.2
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9 Raffles Place | |
| #42-02 Republic Plaza | ||
| Singapore 048619 | ||
| Tel: +65.6536.1161 Fax: +65.6536.1171 | ||
| www.lw.com | ||
| UEN No. T09LL1649F | ||
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October 15, 2026
Black Spade Acquisition III Co
Suite 2902, 29/F, The Centrium
60 Wyndham Street
Hong Kong
| Re: | Black Spade Acquisition III Co – Registration Statement on Form F-4 |
To the addressee set forth above:
We have acted as special U.S. counsel to Black Spade Acquisition III Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), in connection with the proposed issuance of (i) 5,750,000 redeemable warrants (the “Public Warrants”) and (ii) 8,150,000 private placement warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) to be issued pursuant to that certain Warrant Agreement, dated as of January 5, 2026, between the Company and Continental Stock Transfer & Trust Company, as amended by that certain Amendment No. 1 to Warrant Agreement, dated as of August 27, 2026, between the Company and Continental Stock Transfer & Trust Company (as so amended, the “Warrant Agreement”). The Warrants are included in a registration statement on Form F–4 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (as amended, the “Registration Statement”) relating to the business combination contemplated by the business combination agreement, dated as of August 27, 2026 (the “Business Combination Agreement”), by and among the Company, Astrum Space Inc and Astrum Networks Pte. Ltd. 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 the proxy statement/prospectus contained therein, other than as expressly stated herein with respect to the issuance of the Warrants.
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 any other laws. Various matters concerning the laws of the Cayman Islands are addressed in the opinion of Appleby, 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.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Warrants shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the applicable Warrant holders, and have been issued by the Company in the manner contemplated by the Business Combination Agreement and the Warrant Agreement, the Warrants will be validly issued, fully paid and nonassessable.
October 15, 2026
Page 2
With your consent, we have assumed (a) that the Warrants and the Warrant Agreement have been or will be duly authorized, executed and delivered by the parties thereto, (b) that the Warrants constitute 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 (c) that the status of the Warrants as legally valid and binding obligations of the parties will not be affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders or (iii) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.
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 in the proxy statement/prospectus contained therein under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any post-effective amendment to the Registration Statement filed pursuant to Rule 462(b) with respect to the 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