Attached files
| file | filename |
|---|---|
| S-1/A - Wonhe High-Tech International, Inc. | v173436_s1a.htm |
| EX-23.1 - Wonhe High-Tech International, Inc. | v173436_ex23-1.htm |
| EX-99.4 - Wonhe High-Tech International, Inc. | v173436_ex99-4.htm |
| EX-99.2 - Wonhe High-Tech International, Inc. | v173436_ex99-2.htm |
| EX-99.3 - Wonhe High-Tech International, Inc. | v173436_ex99-3.htm |
| EX-99.1 - Wonhe High-Tech International, Inc. | v173436_ex99-1.htm |
THE
CRONE LAW GROUP
101
Montgomery Street, Suite 1950
San
Francisco, CA 94105
phone:
415 955-8900
fax: 415
955-8910
February 11, 2010
Baby Fox
International, Inc.
Shanghai
Minhang, District
89
Xinbang Road, Suite 305-B5
People’s
Republic of China
|
Re:
|
Registration
Statement on Form S-1
|
Ladies
and Gentlemen:
We are
acting as counsel for Baby Fox International. Inc., a Nevada corporation (the
“Company”) in connection
with the registration under the Securities Act of 1933, as amended, of 868,262
shares (the “Registrable
Shares”) of the Company’s Common Stock, $0.001 par value per share. The
Registrable Shares are to be offered and sold by certain securityholders of the
Company (the “Selling
Securityholders”) pursuant to a Registration Statement on Form S-1
relating to the Registrable Shares (such Registration Statement, as it may be
amended from time to time, is herein referred to as the “Registration
Statement”).
We have
examined instruments, documents and records which we deemed relevant and
necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed (a) the authenticity of original documents and
the genuineness of all signatures, (b) the conformity to the originals of
all documents submitted to us as copies and (c) the truth, accuracy, and
completeness of the information, representations and warranties contained in the
records, documents, instruments and certificates we have reviewed.
Based
upon the foregoing and subject to the following, we are of the opinion that the
Registrable Shares are duly authorized, validly issued, fully paid and
non-assessable.
Members
of our firm are admitted to the bar in the State of California, and we express
no opinion as to any matter relating to laws of any jurisdiction other than the
federal laws of the United States of America and the Nevada Private Corporations
Law (the “NPCL”), as
such are in effect on the date hereof, and we have made no inquiry into, and we
express no opinion as to, the statutes, regulations, treaties, common laws or
other laws of any other nation, state or jurisdiction. We are not licensed to
practice law in the State of Nevada and, accordingly, our opinions as to the
NPCL are based solely on a review of the official statutes of the State of
Nevada and the applicable provisions of the Nevada Constitution and the reported
judicial decisions interpreting such statutes and provisions.
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 the Prospectus included therein. In giving such
consent, we do not believe that we are “experts” within the meaning of such term
as used in the Act or the rules and regulations of the Securities and Exchange
Commission issued thereunder with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
|
Very
truly yours,
|
|
/s/
The Crone Law
Group
|