Attached files
| file | filename |
|---|---|
| S-1MEF - NIVS IntelliMedia Technology Group, Inc. | v181622_s1mef.htm |
| EX-23.2 - NIVS IntelliMedia Technology Group, Inc. | v181622_ex23-2.htm |
| EX-23.1 - NIVS IntelliMedia Technology Group, Inc. | v181622_ex23-1.htm |
April 20,
2010
NIVS
IntelliMedia Technology Group, Inc.
NIVS
Industry Park
No.
29-31, Shuikou Road
Huizhou,
Guangdong
People’s
Republic of China
516006
|
Re:
|
Registration
Statement on Form S-1
|
Ladies
and Gentlemen:
We
have acted as counsel for NIVS IntelliMedia Technology Group, Inc., a Delaware
corporation (the “Company”), in
connection with the Company’s registration statement on Form S-1, filed
under Rule 462(b) (the “462(b) Registration
Statement”) filed with the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “Securities
Act”). The 462(b) Registration Statement incorporates by
reference the contents of the Company’s Registration Statement on Form S-1 (File
No. 333-165222), which, we have been advised orally by a member of the staff of
the Commission, was declared effective by the Commission on April 19, 2010 (the
“Earlier Registration
Statement”). The 462(b) Registration Statement registers the
following:
(1) an
additional 1,398,175 shares (the “Additional Shares”)
of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”),
including up to an aggregate of 182,370 Additional Shares upon exercise of an
over-allotment option to be granted to Rodman & Renshaw, LLC and WestPark
Capital, Inc. (the “Underwriters”),
(2) additional
warrants to purchase Common Stock (the "Additional Underwriters'
Warrants") to be issued by the Company to the Underwriters,
and
(3) an
additional 36,474 shares of Common Stock (the “Additional Warrant
Shares") underlying, and issuable to the Underwriters’ upon exercise of,
the Additional Underwriters' Warrants.
NIVS
IntelliMedia Technology Group, Inc.
April 20,
2010
Page
2
The
Securities are the same class of securities included in the Earlier Registration
Statement and are being registered under the 462(b) Registration Statement for
the same offering. As used in this opinion letter, the term
“Additional Securities,” refers collectively to the Additional Shares, the
Additional Underwriters’ Warrants and the Additional Warrant Shares, the term
“Prospectus” refers to the prospectus included in the Registration Statement in
the form first filed with the Commission following the Effective Time pursuant
to Rule 424(b) of the rules and regulations under the Securities Act and the
term “Effective Time” means the date and the time as of which the
Earlier Registration Statement is declared effective by the
Commission.
You have requested our opinion as to
the matters set forth below in connection with the Registration
Statement. For purposes of this opinion, we have examined the Earlier
Registration Statement, the 462(b) Registration Statement, the Company’s
Certificate of Incorporation and Bylaws, each as amended to date, and the
corporate actions of the Company that provide for the issuance and sale of the
Additional Securities and we have made such other investigation as we have
deemed appropriate. We have examined and relied upon certificates of
public officials and, as to certain matters of fact that are material to our
opinion, we have also relied on a Fact Certificate from an officer of the
Company.
We have made assumptions that are
customary in opinions of this kind, including the assumptions of the genuineness
of all signatures on original documents, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof, and the due execution and delivery of all
documents where due execution and delivery are prerequisites to the
effectiveness thereof. We have further assumed that the Company does
not in the future issue so many shares of Common Stock that there are
insufficient remaining authorized but unissued shares of Common Stock for the
exercise of the Additional Underwriters’ Warrants. We have not
verified any of those assumptions.
Our opinions set forth below are
limited to the Delaware General Corporation Law (the “DGCL”) and, solely
with respect to our opinion in the numbered paragraph 2 below, the law of the
State of California. We are not licensed to practice law in the State
of Delaware. Our opinions as to the DGCL are based solely on a review of the
official statutes of the State of Delaware and the applicable provisions of the
Delaware Constitution and the reported judicial decisions interpreting such
statutes and provisions. We are not opining on, and we assume no
responsibility for, the applicability to or effect on any of the matters covered
herein of any other laws, the laws of any other jurisdiction or the local laws
of any jurisdiction. The opinions set forth below are rendered as of
the date of this letter. We assume no obligation to update or
supplement any of such opinions to reflect any changes of law or fact that may
occur.
Based upon and subject to the
foregoing, it is our opinion that:
1. The
Additional Shares have been duly authorized and when issued and paid for as
described in the Registration Statement and Prospectus, will be, validly issued,
fully paid and non-assessable.
2. The
Additional Underwriters' Warrants have been duly authorized for issuance to the
Underwriters, and when issued and paid for as described in the Registration
Statement and Prospectus, will constitute valid and legally binding obligations
of the Company, subject to applicable bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfer or conveyance),
reorganization, moratorium, and other similar laws affecting creditors' rights
generally and to general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law), including, without limitation,
(a) the possible unavailability of specific performance, injunctive relief or
any other equitable remedy and (b) concepts of materiality, reasonableness, good
faith and fair dealing. We express no opinion with respect to provisions of the
Additional Underwriters’ Warrants relating to severability or
separability.
NIVS
IntelliMedia Technology Group, Inc.
April 20,
2010
Page
3
3. The
Additional Warrant Shares have been duly authorized for issuance upon exercise
by the Underwriters of the Additional Underwriters’ Warrants and, when issued
and paid for in accordance with the terms and conditions of the Additional
Underwriters' Warrants and as described in the Registration Statement and the
Prospectus, 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 under the caption "Legal Matters" in the Prospectus. In giving
our consent we do not thereby admit that we are experts with respect to any part
of the Registration Statement or the Prospectus within the meaning of the term
“expert”, as used in Section 11 of the Securities Act or the rules and
regulations promulgated thereunder by the Commission, nor do we admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations thereunder.
Yours
truly,
/s/ K&L
GATES LLP
K&L
GATES LLP