Attached files
| file | filename |
|---|---|
| S-1/A - LianDi Clean Technology Inc. | v188967_s1a.htm |
| EX-10.5 - LianDi Clean Technology Inc. | v188967_ex10-5.htm |
| EX-23.2 - LianDi Clean Technology Inc. | v188967_ex23-2.htm |
| EX-10.6 - LianDi Clean Technology Inc. | v188967_ex10-6.htm |
| EX-10.7 - LianDi Clean Technology Inc. | v188967_ex10-7.htm |
| EX-23.1 - LianDi Clean Technology Inc. | v188967_ex23-1.htm |
Exhibit
5.1
LIONEL
SAWYER & COLLINS
ATTORNEYS
AT LAW
|
SAMUEL
S. LIONEL
GRANT
SAWYER
(1918-1996)
JON
R. COLLINS
(1923-1987)
RICHARD
H. BRYAN
JEFFREY
P. ZUCKER
PAUL
R. HEJMANOWSKI
ROBERT
D. FAISS
DAVID
N. FREDERICK
RODNEY
M. JEAN
HARVEY
WHITTEMORE
TODD
TOUTON
CAM
FERENBACH
LYNDA
S. MABRY
MARK
H. GOLDSTEIN
KIRBY
J. SMITH
COLLEEN
A. DOLAN
JENNIFER
A. SMITH
DAN
R. REASER
PAUL
E. LARSEN
|
ALLEN
J. WILT
LYNN
S. FULSTONE
RORY
J. REID
DAN
C. McGUIRE
JOHN
E. DAWSON
FRED
D. “PETE” GIBSON, III
CHARLES
H. McCREA JR.
GREGORY
E. SMITH
MALANI
L. KOTCHKA
LESLIE
BRYAN HART
CRAIG
E. ETEM
TODD
E. KENNEDY
MATTHEW
E. WATSON
JOHN
M. NAYLOR
WILLIAM
J. McKEAN
ELIZABETH
BRICKFIELD
GREGORY
R. GEMIGNANI
LINDA
M. BULLEN
LAURA
J. THALACKER
DOREEN
SPEARS HARTWELL
LAURA
K. GRANIER
MAXIMILIANO
D. COUVILLIER III
|
1700
BANK OF AMERICA PLAZA
300
SOUTH FOURTH STREET
LAS
VEGAS, NEVADA 89101
(702) 383-8888
––––
FAX
(702) 383-8845
lsc@lionelsawyer.com
www.lionelsawyer.com
June
28, 2010
|
MICHAEL
D. KNOX
ERIN
FLYNN
JENNIFER
ROBERTS
MEREDITH
L. STOW
DOUGLAS
A. CANNON
RICHARD
T. CUNNINGHAM
MATTHEW
R. POLICASTRO
TREVOR
HAYES
JENNIFER
J. DiMARZIO
PEARL
L.GALLAGHER
CHRISTINE
D. SMITH
SUSAN
L. MYERS
BRIAN
S. PICK
JENNIFER
L. BRASTER
LUCAS
J. TUCKER
CHRISTOPHER
WALTHER
|
KEVIN
J. HEJMANOWSKI
KETAN
D. BHIRUD
LAUREN
D. CALVERT-ARNOLD
ROBERT
W. HERNQUIST
CHRISTIAN
HALE
TIMOTHY
R. MULLINER
COURTNEY
MILLER O'MARA
BRIAN
H. SCHUSTERMAN
MOHAMED
A. IQBAL, JR.
KELLY
R. KICHLINE
MARK
J. GARDBERG
ELIZABETH
A. HIGH
JAMES
B. GIBSON
GREG
J. CARLSON
ABIGAYLE
F. DANG
JING
ZHAO
|
|
OF COUNSEL
RICHARD
J. MORGAN*
ELLEN
WHITTEMORE
BRIAN
HARRIS
CHRISTOPHER
MATHEWS
MARK
A. CLAYTON
*ADMITTED
IN CA ONLY
WRITER’S
DIRECT DIAL NUMBER
(702)
383-8837
mgoldstein@lionelsawyer.com
|
||||
LianDi
Clean Technology Inc.
4th Floor
Tower B. Wanliuxingui Building, No. 28 Wanquanzhuang Road
Haidian
District, Beijing, 100089 China
Ladies
and Gentlemen:
We are
rendering this opinion to LianDi Clean Technology Inc., a Nevada corporation
(the “Company”), in connection with the Company’s filing with the Securities and
Exchange Commission on March 29, 2010 of a Form S-1, as amended (the
“Registration Statement”) filed under the Securities Act of 1933, as amended
(the “Act”), relating to the registration of up to 13,197,560 shares of the
Company’s common stock, par value $.001 per share (the “Common
Stock”).
The
Registration Statement relates to the resale of 993,742 shares of Common Stock
(the “Issued Shares”), 7,086,078 shares of Common Stock (the “Conversion
Shares”) issuable upon the conversion of shares of the Company’s Series A
Convertible Preferred Stock, par value $.001 per share (the “Series A Preferred
Stock”), and 5,117,740 shares of Common Stock (the “Warrant Shares”) issuable
upon the exercise of warrants to purchase shares of Common Stock (the
“Warrants”). The Issued Shares, the Conversion Shares and the Warrant Shares
(collectively, the “Shares”) are being offered by the selling stockholders
identified in the Registration Statement.
We have
examined:
|
1.
|
The
Articles of Incorporation of the Company, as amended (the “Articles of
Incorporation”) as certified by the Nevada Secretary of State on June 18,
2010.
|
|
2.
|
the
Certificate of Designation (“Certificate of Designation”), with respect to
the Company’s Series A Preferred Stock, as included in the Articles of
Incorporation.
|
RENO
OFFICE: 1100 BANK OF AMERICA PLAZA, 50 WEST LIBERTY STREET s RENO, NEVADA 89501
s (775) 788-8666 s FAX (775)
788-8682
CARSON
CITY OFFICE: 410 SOUTH CARSON STREET s CARSON CITY, NEVADA
89701 s
(775) 851 2115
s FAX (775)
841-2119
LIONEL
SAWYER & COLLINS
ATTORNEYS
AT LAW
LianDi
Clean Technology Inc.
June 28,
2010
Page
2
|
3.
|
Good
Standing Certificate from the Nevada Secretary of State for the Company
dated June 18, 2010.
|
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4.
|
The
Bylaws (“Bylaws”) of the Company certified by an officer of the Company on
February 26, 2010.
|
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5.
|
Resolutions
of the directors (“Board of Directors”) of the
Company.
|
In
rendering the foregoing opinions, we have assumed that: (i) the Registration
Statement, and any amendments thereto, shall have become effective under the Act
and will remain effective at the time of issuance of any Common Stock registered
thereunder, (ii) all issuance of Common Stock shall have been established in
accordance with resolutions duly adopted by the Board of Directors (or an
authorized committee thereof) (each, a “Board Action”), the Company’s Articles
of Incorporation of Incorporation, Bylaws and applicable law, (iii) the Company
will issue and deliver the Common Stock in the manner contemplated by the plan
of distribution described in the Registration Statement, (iv) all issuance of
Common Stock will be accompanied by the delivery of certificates therefore (or
book-entry notation if uncertificated) for such issued Common Stock; (v) the
total number of shares of Common Stock issuable (including upon conversion,
exchange or exercise of any other security) will not exceed the total number of
shares of Common Stock that the Company is then authorized to issue under its
Articles of Incorporation; (vi) the Board Action authorizing the Company to
issue, offer and sell shares of Common Stock will have been adopted by the Board
of Directors (or an authorized committee thereof) and will be in full force and
effect at all times at which shares of Common Stock are offered or sold by the
Company; and (vii) all Common Stock will be issued in compliance with applicable
federal and state securities laws.
With
respect to the Series A Preferred Stock, we assume that all shares of Series A
Preferred Stock were issued pursuant to a Board Action adopted in accordance
with the Articles of Incorporation and Bylaws and that the Certificate of
Designation for the Series A Preferred Stock has not been withdrawn from the
records of the Nevada Secretary of State.
With
respect to all Warrants, we have further assumed that (i) all Warrants shall
have been issued pursuant to a Warrant agreement (individually, a “Warrant
Agreement”); (ii) each Warrant Agreement shall have been duly authorized,
executed and delivered on behalf of the Company; (iii) all terms of Warrants
shall have been established in accordance with the provisions of the Warrant
Agreement; (iv) all Warrants shall have been duly executed, issued and delivered
in accordance with the provisions of the Warrants Agreement; (v) all Warrants
and each related Warrants Agreement, as executed and delivered, do not violate
any law applicable to the Company or result in a default under or breach of any
agreement or instrument binding upon the Company; and (vi) all Warrants and each
related Warrants Agreement, as executed and delivered, comply with all
requirements and restrictions, if any, applicable to the Company, in any case
whether imposed by any court or governmental or regulatory body having
jurisdiction over the Company.
LIONEL
SAWYER & COLLINS
ATTORNEYS
AT LAW
LianDi
Clean Technology Inc.
June 28,
2010
Page
3
We have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures, the legal capacity of natural persons and the
conformity to originals of all copies of all documents submitted to
us. We have relied upon the certificates of all public officials and
corporate officers with respect to the accuracy of all matters contained
therein.
Subject
to the foregoing and the other matters set forth herein, it is our opinion
that:
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1.
|
The
Issued Shares have been duly authorized, validly issued and are fully paid
and nonassessable.
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2.
|
Assuming
that the full consideration for each Conversion Share issuable upon the
conversion of Series A Preferred Stock is received by the Company in
accordance with the terms of the Series A Preferred Stock, such Conversion
Shares will, when issued, be validly issued and outstanding, fully paid
and nonassessable.
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3.
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Assuming
that the full consideration for each Warrant Share issuable upon the
exercise of each Warrant is received by the Company in accordance with the
terms of each Warrant, the Warrant Shares will, when issued, be
validly issued and outstanding, fully paid and
nonassessable.
|
Nothing
herein shall be deemed an opinion as to the laws of any jurisdiction other than
the State of Nevada.
We hereby
consent to the filing of this opinion letter with the Commission as Exhibit 5.1
to the Registration Statement in accordance with the requirements of Item
601(b)(5) of Regulation S-K and to the reference to our firm therein and in the
Prospectus and any Prospectus Supplement under the caption “Legal
Matters.” In giving such consent, we do not thereby admit that this
firm is within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission
thereunder.
Very
truly yours,
LIONEL
SAWYER & COLLINS/s/
LIONEL
SAWYER & COLLINS