Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - Sutor Technology Group LTD | v176583_8k.htm |
| EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - Sutor Technology Group LTD | v176583_ex10-1.htm |
| EX-4.1 - FORM OF WARRANT - Sutor Technology Group LTD | v176583_ex4-1.htm |
| EX-1.1 - PLACEMENT AGENCY AGREEMENT - Sutor Technology Group LTD | v176583_ex1-1.htm |
March 8,
2010
Sutor
Technology Group Limited
No. 8,
Huaye Road
Dongbang
Industrial Park
Changshu
City, China 215534
Re: Registration
Statement on Form S-3
Ladies
and Gentlemen:
We are
acting as counsel for Sutor Technology Group Limited, a Nevada corporation (the
“Company”), in
connection with the registration under the Securities Act of 1933, as amended
(the “Act”), of
(i) 2,740,000 shares of common stock, $0.001 par value per share, of the
Company (the “Shares”),
(ii) warrants (the “Warrants”) to
purchase up to 685,000 shares of common stock of the Company, par value $0.001
per share (the “Warrant Shares”) and
(iii) the Warrant Shares, in each case, pursuant to a Registration
Statement on Form S-3 (such Registration Statement, as amended from time to
time, is herein referred to as the “Registration
Statement”) and the related Prospectus and Prospectus Supplement to be
filed with the Securities and Exchange Commission (the “SEC”) pursuant to
Rule 424(b)(5) under the Securities Act of 1933, as
amended.
The
Shares and the Warrants are to be sold to certain purchasers (the “Purchasers”) pursuant
to a Subscription Agreement (the “Subscription
Agreement”), between the Company and the Purchasers. The Warrant
Shares are to be sold from time to time upon exercise of the Warrants to be
issued by the Company to the Purchasers.
In
connection with this opinion, we have examined and relied upon the Registration
Statement and related Prospectus therein, the Prospectus Supplement and we have
reviewed the corporate proceedings of the Company with respect to the
authorization of the issuance of the Shares, Warrants and Warrant Shares.
We have also examined and relied upon originals or copies of such agreements,
instruments, corporate records, certificates and other documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form, and the legal competence of each individual
executing any document.
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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Sutor
Technology Group
Limited
March
8, 2010
Page
2
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Subject
to the limitations set forth below, we have made such examination of law as we
have deemed necessary for the purposes of this opinion. The opinion
expressed herein is limited to the laws of the State of Nevada. We express no
opinion concerning the law of any other jurisdiction. This opinion is limited to
the law in effect and the facts in existence as of the date of this letter. No
opinion is offered or implied as to any matter, and no inference may be drawn,
beyond the strict scope of the specific issues expressly addressed by the
opinion expressed herein.
Based
upon and subject to the foregoing, we are of the opinion that:
1.
The Shares have been duly authorized and, when issued and paid for in accordance
with the terms and conditions of the Subscription Agreement, will be validly
issued, fully paid and non-assessable.
2.
The Warrant Shares have been duly authorized and, when issued and paid for in
accordance with the provisions of the Warrants, will be validly issued, fully
paid and non-assessable.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm, as counsel, under the heading
“Legal Matters” in the Prospectus Supplement included in the Registration
Statement. In rendering this opinion and giving this consent, we do not admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the SEC
thereunder.
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Very
Truly Yours,
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/s/
Holland & Hart LLP
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