Attached files
| file | filename |
|---|---|
| S-1/A - China For-Gen Corp. | v189656_s1a.htm |
| EX-10.8 - China For-Gen Corp. | v189656_ex10-8.htm |
| EX-23.1 - China For-Gen Corp. | v189656_ex23-1.htm |
EXHIBIT
5.1
ELLENOFF
GROSSMAN & SCHOLE LLP
ATTORNEYS
AT LAW
150 EAST
42ND
STREET, 11th
FLOOR
NEW YORK,
NEW YORK 10017
TELEPHONE:
(212) 370-1300 FACSIMILE: (212) 370-7889
www.egsllp.com
September
3,
2010
China
For-Gen Corp.
Tengao
District, Haicheng City
Liaoning
Province, P.R.China 114000
+0412-2988160
Ladies
and Gentlemen:
Reference is made to the Registration
Statement on Form S-1 (File No. 333-166868 ), as amended (the “Registration Statement”),
filed by China For-Gen Corp. (the “Company”), a Delaware
corporation, with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “Act”), relating to the
offering and sale of (i) 4,600,000 shares of common stock, par value $.001 per
share (the “IPO Shares”)
of the Company, including 600,000 shares of Common Stock, which may be sold upon
exercise of a 45-day option granted to Maxim Group, LLC (the “Underwriter”) to cover
over-allotments, if any, (ii) 360,000 shares of Common Stock issuable by the
Company upon the exercise of the Underwriter’s common stock purchase warrant
issued in connection with this offering (the “Warrant Shares,” and
collectively with the IPO Shares, the “Common Stock”). The
Registration Statement also relates to the public offering by certain selling
stockholders of the Company of a total of 6,318,532 shares of Common Stock for
their respective accounts issuable upon conversion of promissory notes and
Warrants A and Warrants B issued by the Company in the Company’s 2010 private
placement and conversion of the Series A Preferred Stock and exercise of
five-year common stock purchase warrants issued in the Company’s 2008 private
placement (collectively, the “Selling Stockholder Shares”).
All capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Registration Statement.
We have examined such documents and
considered such legal matters as we have deemed necessary and relevant as the
basis for the opinion set forth below. With respect to such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as reproduced or certified copies, and the
authenticity of the originals of those latter documents. As to questions of fact
material to this opinion, we have, to the extent deemed appropriate, relied upon
certain representations of certain officers and employees of the
Company.
Based
upon the foregoing, we are of the opinion that:
1. Common Stock. When the
Registration Statement becomes effective under the Act and when the offering is
completed as contemplated by the Registration Statement, the shares of Common
Stock included will be validly issued, fully paid and
non-assessable.
2. Selling Stockholder Shares.
When the Registration Statement becomes effective under the Act and when
the offering is completed as contemplated by the Registration Statement, the
Selling Stockholder Shares, when issued and delivered upon conversion of the
promissory notes and exercise of Warrants A and Warrants B issued by the Company
in the 2010 Private Placement and upon conversion of the Series A Preferred
Stock and exercise of the five-year common stock purchase warrants issued in the
2008 Private Placement, as applicable, will be validly issued, fully paid and
non-assessable.
Our
opinion herein is limited in all respects to the General Corporation Law of the
State of Delaware, which includes those statutory provisions as well as all
applicable provisions of the Delaware Constitution and the reported judicial
decisions interpreting such laws, and the federal laws of the United States of
America, and we do not express any opinion as to the applicability of or the
effect thereon of the laws of any other jurisdiction. We express no opinion as
to any matter other than as set forth herein, and no opinion may be inferred or
implied herefrom.
We hereby
consent to the use of this opinion as an exhibit to the Registration Statement,
to the use of our name as your counsel and to all references made to us in the
Registration Statement and in the Prospectus forming a part thereof. In giving
this consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act, or the rules and
regulations promulgated thereunder. This opinion is given as of the effective
date of the Registration Statement, and we are under no duty to update the
opinions contained herein.
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Very
truly yours,
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/s/ Ellenoff Grossman & Schole
LLP
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Ellenoff
Grossman & Schole LLP
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