Attached files
| file | filename |
|---|---|
| S-1/A - China Integrated Energy, Inc. | v164022_s1a.htm |
| EX-23.1 - China Integrated Energy, Inc. | v164022_ex23-1.htm |
|
[LOEB
+ LOEB LLP LETTERHEAD]
345
Park Avenue
New
York, NY 10154
|
EXHIBIT
5.1
|
October
29, 2009
China
Integrated Energy, Inc.
Dongxin
Century Square, 7th
Floor
Hi-Tech
Development District
Xi’An,
Shaanxi Province, PR China 710043
|
Re:
|
Registration
Statement on Form S-1, as amended
|
Ladies
and Gentlemen:
We have
acted as counsel to China Integrated Energy, Inc. (f/k/a China Bio Energy
Holdings Group Co., Ltd.), a Delaware corporation (the "Company"), in connection
with the registration statement on Form S-1 (File No. 333-161831), as amended
(the "Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), relating
to:
(i) the
offer and sale by the Company of 5,750,000 shares (the "Company Shares") of
common stock, par value $0.0001 per share, of the Company (the "Common Stock"),
pursuant to a public offering prospectus (“Public Offering Prospectus”)
contained in the Registration Statement; and
(ii) the
resale of 517,200 shares of Common Stock (the “Resale Shares”), pursuant to
a resale offering prospectus (the “Resale Offering Prospectus”) contained in the
Registration Statement by the selling stockholders named therein.
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
officers of the Company.
Based on
our examination mentioned above, we are of the opinion that:
1. The
Company Shares have been duly and validly authorized for issuance, and when
issued and sold in the manner described in the Public Offering Prospectus and in
accordance with the terms of the underwriting agreement described therein (the
“Underwriting Agreement), and upon receipt by the Company of payment therefor as
provided in the Underwriting Agreement, will be validly issued, fully paid and
nonassessable.
2. The
Resale Shares have been duly and validly authorized and issued and are fully
paid and nonassessable.
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 Delaware Constitution and all applicable judicial and
regulatory determinations with respect thereto.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference made to us under the caption “Legal Matters” in
the prospectus constituting part of the Registration Statement. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act, the rules and regulations
promulgated thereunder.
|
Loeb
& Loeb LLP
|