Attached files
| file | filename |
|---|---|
| S-1/A - REGISTRATION STATEMENT ON FORM S-1/A AMENDMENT NO. 7 - China Logistics Group Inc | chlo_s1amend7.htm |
Exhibits
5.1 and 23.2
SCHNEIDER
WEINBERGER & BEILLY LLP
Attorneys-at-Law
2200
CORPORATE BOULEVARD, N.W., SUITE 210
Boca
Raton, Florida 33431-7307
| Telephone | |
| James M. Schneider, P.A. | (561) 362-9595 |
| Steven I. Weinberger, P.A. | Facsimile |
| Roxanne K. Beilly, P.A. | (561) 362-9612 |
| March 30, 2010 |
China
Logistics Group, Inc.
23 F.
Gutai Beach Building No. 969
Zhongshan
Road South
Shanghai,
China 200011
Re: Registration
Statement on Form S-1 (the “Registration Statement”)
China Logistics Group, Inc. (the
“Company”)
Dear Sir
or Madam:
This
opinion is submitted pursuant to the applicable rules of the Securities and
Exchange Commission with respect to the registration pursuant to the Company’s
Registration Statement on Form S-1 of 31,558,500 shares of common stock which
may be issued upon the possible exercise of Class A and Class B common stock
purchase warrant (all of such shares of common stock to be issued are
collectively referred to as the “Registerable Shares”), all as described in the
Registration Statement.
In
connection therewith, we have examined and relied upon original, certified,
conformed, photostat or other copies of (a) the Articles of Incorporation, as
amended, and Bylaws of the Company; (b) resolutions of the Board of Directors of
the Company authorizing the issuance of the Registerable Shares; (c) the
Registration Statement and the exhibits thereto; (d) the agreements, instruments
and documents pursuant to which the Registerable Shares are to be issued; and
(e) such other matters of law as we have deemed necessary for the expression of
the opinion herein contained. In all such examinations, we have assumed the
genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies. In passing upon certain corporate records and
documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and we
express no opinion thereon. As to the various questions of fact material to this
opinion, we have relied, to the extent we deemed reasonably appropriate, upon
representations of officers or directors of the Company.
Based
upon and subject to the foregoing, we are of the opinion that the Registerable
Shares presently issued are validly issued, fully paid and non-assessable, and
the balance of Registerable Shares or when issued in accordance with their terms
and, upon receipt by the Company of the agreed upon consideration therefor, 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 our firm under the caption "Legal Matters" in
the prospectus forming a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations promulgated thereunder.
Sincerely,
SCHNEIDER
WEINBERGER & BEILLY LLP
/s/ Schneider Weinberger & Beilly
LLP