Attached files
| file | filename |
|---|---|
| S-1 - Bohai Pharmaceuticals Group, Inc. | v176024_s1.htm |
| EX-21.1 - Bohai Pharmaceuticals Group, Inc. | v176024_ex21-1.htm |
| EX-23.1 - Bohai Pharmaceuticals Group, Inc. | v176024_ex23-1.htm |
EXHIBIT
5.1
March 2,
2010
Bohai
Pharmaceuticals Group, Inc.
No. 9
Daxin Road, Zhifu District
Yantai,
Shandong Province, China 264000
Ladies
and Gentlemen:
Reference
is made to the Registration Statement on Form S-1 (the “Registration
Statement”), under the Securities Act of 1933, as amended (the “Securities Act”)
filed by Bohai Pharmaceuticals Group, Inc., a Nevada corporation (the “Company”)
. Such Registration Statement relates to the registration for resale by the
selling stockholders listed in the prospectus included in the Registration
Statement (“Selling Stockholders “) of up to 19,632,529 shares of common
stock, par value $0.001 per share, of the Company (the “Common Stock”), which
consists of up to 7,032,529 issued and outstanding shares of Common Stock
(the “Shares”), 6,000,000 shares of Common Stock
(the “Warrant Shares”) issuable upon the exercise of outstanding
warrants held by certain of the Selling Stockholders (the
“Warrants”), 6,000,000 shares of Common Stock (the “Note Shares”) issuable upon
the exercise of outstanding notes held by certain of the Selling Stockholders
(the “Notes”), and 600,000 shares of Common Stock (the “Placement Agent Shares”)
issuable upon the exercise of outstanding placement warrants (the “Placement
Agent Warrants”) . This opinion letter is furnished to you at your request to
enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K,
17 C.F.R. § 229.601(b)(5), in connection with the Registration
Statement.
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 and employees of the Company.
Based
upon and subject to the foregoing, we are of the opinion that (i) the Warrant
Shares, Note Shares and Placement Agent Shares have been duly and validly
authorized for issuance, and (A) upon valid conversion of the Notes and (B) upon
valid exercise and receipt of the warrant exercise price in accordance with the
terms of the Warrants and Placement Agent Warrants, respectively, and when
certificates for the same have been duly executed and countersigned and
delivered, the Note Shares, Warrant Shares and Placement Agent Shares will be
duly and validly issued, fully paid and non-assessable; and (ii) the Shares have
been duly authorized, validly issued, fully paid and
non-assessable.
We are
opining solely on all applicable statutory provisions of Nevada corporate law,
including the rules and regulations underlying those provisions, all applicable
provisions of the Nevada Constitution and all applicable judicial and regulatory
determinations in connection therewith. Our opinion is based on these laws as in
effect on the date hereof. We express no opinion as to whether the laws of any
jurisdiction are applicable to the subject matter hereof. We are not rendering
any opinion as to compliance with any federal or state law, rule or regulation
relating to securities, or to the sale or issuance thereof.
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. This opinion is given as of the effective
date of the Registration Statement, and we are under no duty to update the
opinions contained herein.
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Very
truly yours,
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/s/ Ellenoff Grossman & Schole
LLP
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Ellenoff
Grossman & Schole LLP
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