Attached files
Exhibit
5.1
THE
CRONE LAW GROUP
101
Montgomery Street, Suite 1950
San
Francisco, CA 94104
415.955.8900
415.955.8910
fax
| December 15, 2009 |
China
North East Petroleum Holdings Limited
445 Park
Avenue
New York,
NY 10022
Re:
Sale of Common Stock and Warrants registered pursuant to Registration Statement
on Form S-3 (File No. 333-160299)
Ladies
and Gentlemen:
In our
capacity as counsel to China North East Petroleum Holdings Limited, a Nevada
corporation (the “Company”), we have been asked
to render this opinion in connection with a registration statement on
Form S-3, File No. 333-160299(the “Registration Statement”),
filed by the Company with the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Act”), the preliminary
prospectus supplement filed pursuant to Rule 424(b) under the Act,
dated as of December 15, 2009 (the “Prospectus Supplement”), in
connection with the registration by the Company of the following securities:
(i) 1,963,637 shares (the “Shares”) of common stock, par
value $0.001 per share, of the Company (the “Common Stock”), and
392,728 warrants to purchase Common Stock at an exercise price of $8.10 per
share (the “Warrants”)
and (iii) 392,728 shares (the “Warrant Shares”) of Common
Stock that are issuable upon exercise of the Warrants.
We are
delivering this opinion to you at your request in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the
Act.
In
connection with rendering this opinion, we have examined and are familiar with
(i) the Company’s Amended and Restated Certificate of Incorporation, as
amended, (ii) the Company’s Amended and Restated By-Laws, (iii) the
Registration Statement, including the prospectus contained therein,
(iv) the the Prospectus Supplement (such prospectus and the Prospectus
Supplement are collectively referred to herein as the “Prospectus”),
(vi) corporate proceedings of the Company relating to the Shares, the
Warrants and the Warrant Shares, and (v) such other instruments and
documents as we have deemed relevant under the circumstances.
In making
the aforesaid examinations, we have assumed the genuineness of all signatures
and the conformity to original documents of all copies furnished to us as
original or photostatic copies. We have also assumed that the corporate records
furnished to us by the Company include all corporate proceedings taken by the
Company to date.
Based
upon the foregoing and subject to the assumptions and qualifications set forth
herein, we are of the opinion that:
1. The
Shares have been duly authorized by the Company and, when issued in accordance
with the terms set forth in the Registration Statement and the Prospectus, will
be validly issued, fully paid and non-assessable.
2. The
Warrant Shares have been duly authorized by the Company and, when issued in
accordance with the terms set forth in the Registration Statement and the
Prospectus, and, when issued and paid for in accordance with the terms of the
Warrants, will be validly issued, fully paid and non-assessable.
3. The
Warrants have been duly authorized by the Company and, when issued in accordance
with the terms set forth in the Registration Statement and the Prospectus, will
be validly issued.
The
foregoing opinion is limited to the laws of the United States of America and
Nevada corporate law (which includes the Nevada Corporation Law and applicable
provisions of the Nevada constitution, as well as reported judicial opinions
interpreting same), and we do not purport to express any opinion on the laws of
any other jurisdiction.
We hereby
consent to the use of our opinion as an exhibit to the Registration Statement
and to the reference to this firm and this opinion under the heading “Legal
Matters” in the prospectus comprising a part of the Registration Statement and
any amendment thereto. In giving such consent, we do not hereby admit that
we come within the category of persons whose consent is required under
Section 7 of the Act, or the rules and regulations of the Commission
thereunder.
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Very
truly yours,
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/s/
The Crone Law Group
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THE
CRONE LAW GROUP
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