Attached files
Exhibit 5.1
Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219
Mailing Address Post Office Box 27828 Richmond, VA 23261
T (804) 771.5700 F (804) 771.5777
kaufCAN.com |
, 2010
Tai Shan Communications, Inc.
1366 Zhongtianmen Dajie
Xinghuo Science and Technology Park
High-tech Zone, Taian City
Shandong Province
Peoples Republic of China 271000
Re: Tai Shan Communications, Inc.
Dear Sir:
We have acted as Virginia counsel for Tai Shan Communications, Inc., a British Virgin Islands corporation (the Company), in connection with the preparation and filing of the Companys registration statement on Form S-1 (Registration No. 333- ) and all amendments thereto (as amended, the Registration Statement), as originally filed with the Securities and Exchange Commission (the Commission) on August 10, 2010. The Registration Statement relates to the offering (the Offering) of (i) up to 2,000,000 of the Companys common shares, $0.001 par value per share (such offered common shares, the Offering Shares; the Companys common shares, the Shares), and (ii) up to 200,000 Placement Agent Warrants exercisable to purchase one Share each and the Shares underlying those Placement Agent Warrants. In addition, the Registration Statement registers the resale of an aggregate of 140,000 Shares (the Resale Shares) by certain selling shareholders.
In connection with this opinion, we have examined the Registration Statement and the prospectus contained therein (the Prospectus), the Companys Articles and Memorandum of Association, as amended to date, and the originals, or copies certified to our satisfaction, of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below (collectively, the Documents). We are relying (without any independent investigation thereof) upon an Officers Certificate from an Officer of the Company, certifying to the truth and accuracy of the factual statements, covenants, representations and warranties set forth in the Documents. In addition, for all purposes of this opinion, as to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers of the Company.
The following opinion is given as to matters of Virginia law.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Placement Agent Warrants to be issued pursuant to the Placement Agreement in connection with this Offering, when so issued, will be legal, binding obligations of the Company under Virginia law.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under section 7 of the U.S. Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely, |
Kaufman & Canoles, P.C. |