Attached files
| file | filename |
|---|---|
| S-1/A - QKL Stores Inc. | v163589_s1a.htm |
| EX-23.2 - QKL Stores Inc. | v163589_ex23-2.htm |
| EX-23.3 - QKL Stores Inc. | v163589_ex23-3.htm |
EXHIBIT
5.1
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Loeb
& Loeb LLP
345
Park Avenue
New
York, NY 10154-1895
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Main 212.407.4000
Fax 212.407.4990
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November
2, 2009
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QKL
Stores Inc.
44 Jingqi
Street, Dongfeng Xincun
Sartu
District, Daqing, PRC 163311
Ladies
and Gentlemen:
We have
acted as counsel to QKL Stores Inc. (the “Company”) with respect to the
Registration Statement on Form S-1 (File No. 333-162150), as amended (the
“Registration Statement”), filed with the Securities and Exchange Commission by
QKL Stores Inc., a Delaware corporation (the “Company”), under the Securities
Act of 1933, as amended (the “Act”), relating to the offer and sale by the
Company in an underwritten public offering of shares of the Company’s common
stock, par value $.001 per share (the “Common Stock”) of up to a maximum
purchase price of $30,000,000 (the “Firm Shares”), plus shares of Common Stock
of up to a maximum purchase price of $4,500,000 for which the underwriters will
have been granted an over-allotment option (the “Over-Allotment Shares”). The
offering of the Firm Shares and the Over-Allotment Shares will be pursuant to an
underwriting agreement to be entered into by and between the Company and Roth
Capital Partners, LLC (the “Underwriting
Agreement”).
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
upon the foregoing, we are of the opinion that the Firm
Shares and the Over-Allotment Shares, when issued, sold and delivered
against payment therefor in accordance with and in the manner described in
the Underwriting section of the Registration Statement and in accordance with
the Underwriting Agreement, will be duly authorized for issuance, validly
issued, fully paid and non-assessable.
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 Constitution of the State of Delaware and all applicable
judicial and regulatory determinations with respect thereto.
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Los
Angeles New
York Chicago Nashville www.loeb.com
A
limited liability partnership including professional
corporations
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QKL
Stores Inc.
November
2, 2009
Page
2
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We hereby
consent to the use of this opinion as an exhibit to the Registration Statement,
to the use of our name as your counsel and to all references made to us in the
Registration Statement and in the prospectus forming a part thereof. In giving
this consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act, or the rules and
regulations promulgated thereunder.
Very
truly yours,
/s/ Loeb
& Loeb LLP
Loeb
& Loeb LLP
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