Attached files
| file | filename |
|---|---|
| S-1/A - China Agri-Business, Inc. | v166251_s1-a.htm |
[BLANK
ROME LETTERHEAD]
November
13, 2009
China
Agri-Business, Inc.
11 East
86th
Street
New York,
New York 10028
Re: China Agri-Business, Inc.
Registration Statement on Form S-1
Gentlemen:
We have
acted as counsel to China Agri-Business, Inc., a Maryland corporation, (the
“Company”) in connection with the Registration Statement on Form S-1 (File No.
333-157346) (the “Registration Statement”) being filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the “Securities Act”), relating to the offer and sale by the selling
security holders named in the Registration Statement of up to (a) 73,380 shares
of common stock (the “Conversion Shares”) underlying 3% unsecured convertible
notes issued to investors that are convertible at $0.50 per share, subject to
adjustment (the “Notes”), and (b) 500,000 shares of common stock (the “Warrant
Shares”) underlying Series C warrants issued to investors that are exercisable
at $1.50 per share, subject to adjustment (the “Warrants”). This
opinion is furnished pursuant to the requirements of Item 601(b)(5) of
Regulation S-K.
In
rendering this opinion, we have examined only the following documents: (i) a
copy of the Articles of Incorporation, as amended, of the Company filed with the
Department of Assessments and Taxation of the State of Maryland certified by the
Department of Assessments and Taxation of the State of Maryland on October 9,
2009; (ii) a copy of the Company’s Bylaws, as amended as of the date
hereof; (iii) resolutions adopted by the Board of Directors of the Company
relating to the approval of the issuance of the Notes, Warrants, Conversion
Shares and Warrant Shares; (iv) the form of Note; (v) the form of Warrant; (vi)
a certificate of an officer of the Company; (vii) the Registration Statement;
and (viii) a certificate issued by the Department of Assessments and Taxation of
the State of Maryland on November 13, 2009 as to the active status and good
standing of the Company. We have assumed and relied, as to questions
of fact, on the truth, completeness, authenticity and due authorization of all
documents (other than items (iii), (iv) and (v) above) and records examined, the
genuineness of all signatures and the legal capacity of natural persons and have
assumed that the Notes and Warrants issued are substantially the same as the
ones filed as exhibit to the Current Report on Form 8-K filed with the SEC on
October 3, 2008. We have not made any independent investigation in
rendering this opinion other than the document examination
described. This opinion is limited to the laws of the State of
Maryland.
China Agri-Business, Inc.
November 13, 2009
Page 2
Based
upon and subject to the assumptions, qualifications and limitations set forth in
this letter, we are of the opinion that: (i) the Warrant Shares, have
been duly authorized and, if and when sold, paid for and issued upon the
exercise of the Warrants in accordance with the terms of the Warrants will be
validly issued, fully paid and non-assessable, and (ii) the Conversion Shares,
have been duly authorized and, if and when issued upon the conversion of the
Notes in accordance with the terms of the Notes will be validly issued, fully
paid and non-assessable.
We assume
no obligation to update or supplement this opinion to reflect any facts or
circumstances which may come to our attention or any changes in laws which may
occur after the date of effectiveness of the Registration
Statement.
This
opinion is strictly limited to the matters stated herein and no other or more
extensive opinion is intended, implied or to be inferred beyond the matters
expressly stated herein.
We hereby
consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm under the caption “Legal Matters” in
the Prospectus, which is part of the Registration Statement. In
giving this consent, we do not thereby concede that we come within the
categories of persons whose consent is required by the Securities Act or the
General Rules and Regulations promulgated thereunder.
Sincerely,
/S/ BLANK
ROME LLP