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Form S-3 - Registration Statement Under The Securities Act Of 1933 - United States Securities And Exchange Commission Page 23

Table of Contents

LEGAL MATTERS

The validity of the shares of our Common Stock offered hereby will be passed upon for us by King & Spalding LLP, Houston, Texas. Any

underwriters will be represented by their own legal counsel.

EXPERTS

The financial statements incorporated in this prospectus by reference to the Annual Report for the year ended December 31, 2016 have been so

incorporated in reliance on the report of Marcum LLP, an independent registered public accounting firm, given on the authority of said firm as

experts in accounting and auditing.

The audited historical financial statements of NextDecade, LLC, incorporated in this prospectus by reference to the Definitive Proxy Statement have

been so incorporated in reliance on the report of Marcum LLP, an independent registered public accounting firm, given on the authority of said firm

as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s

SEC filings, including this prospectus, over the internet at the SEC’s website at You may also read and copy any document the

Company files with the SEC at the SEC public reference room located at 100 F Street, N.E., Room 1580 Washington, D.C., 20549. You may obtain

information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the materials

described above at prescribed rates by writing to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549.

The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us and

the Common Stock offered under this prospectus. The registration statement can be read at the SEC website or at the SEC offices referenced above.

Form S-3 - Registration Statement Under The Securities Act Of 1933 - United States Securities And Exchange Commission Page 23