Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENT OF BERNSTEIN & PINCHUK LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - China Carbon Graphite Group, Inc. | fs10210ex23i_chinacarbon.htm |
| EX-22.2 - CONSENT OF AGCA, INC., AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - China Carbon Graphite Group, Inc. | fs10210ex23ii_chinacarbon.htm |
| S-1 - REGISTRATION STATEMENT - China Carbon Graphite Group, Inc. | fs10210_chinacarbon.htm |
Exhibit 5.1
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February
5, 2010
China
Carbon Graphite Group, Inc.
787
Xicheng Wai
Chengguantown
Xinghe
County
Inner
Mongolia, China
Re: Registration
Statement on Form S-1
Ladies
and Gentlemen:
We are acting as special Nevada counsel
for China Carbon Graphite Group, Inc., a Nevada corporation (the “Company”), and
have examined Form S-1 (the “Registration Statement”) relating to the
registration under the Securities Act of 1933, as amended (the “Act”), of up to
3,596,725 shares of Common Stock, par value $0.001 per share (the “Common
Stock”) of the Company consisting of (i) 2,480,500 shares of Common Stock
issuable upon conversion of Series B Convertible Preferred Stock held by the
Selling Stockholders (as described in the Registration Statement) (the
“Conversion Shares”), and (ii) 1,116,225 shares of Common Stock which are
issuable upon exercise of warrants (the “Warrants”) held by the Selling
Stockholders (the “Warrant Shares”).
We have
reviewed and are familiar with (a) the Company’s Restated Articles of
Incorporation and Bylaws certified to us by the Company, (b) a certificate of an
officer of the Company representing certain matters in connection with the
issuance of the Common Stock and the Warrants, which representations we have
assumed the validity of and relied on, and (c) such other matters as we have
deemed necessary for this opinion.
Based
upon the foregoing, we are of the opinion that the Conversion Shares have been
duly authorized and, when issued in accordance with the conversion provisions of
the Certificate of Designation filed with the Nevada Secretary of State on
December 21, 2009, they will be legally and validly issued, fully
paid and nonassessable, and the Warrant Shares have been duly authorized and,
when issued in accordance with the exercise provisions of such Warrants, will be
duly authorized and legally issued by the Company
and fully paid and nonassessable. This opinion is limited to matters
governed by the laws of the State of Nevada.
Holland
& Hart
LLP Attorneys at Law
Phone
(775) 327-3000 Fax
(775) 786-6179 www.hollandhart.com
5441
Kietzke Lane Second Floor Reno, Nevada 89511
Aspen
Billings Boise Boulder Carson City Cheyenne Colorado Springs Denver
Denver Tech Center Jackson Hole Las Vegas Reno
Salt Lake City Santa Fe Washington, D.C
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China
Carbon Graphite Group, Inc.
February
5, 2010
Page
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We hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the use of our name under the caption “Legal Matters” in the
Registration Statement and in the Prospectus included therein. 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 or the rules and
regulations of the Securities and Exchange Commission promulgated
thereunder.
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Sincerely,
|
|
HOLLAND
& HART LLP
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