Attached files
| file | filename |
|---|---|
| S-1 - CHINA EMEDIA HOLDINGS Corp | v196267_s1.htm |
| EX-3.3 - CHINA EMEDIA HOLDINGS Corp | v196267_ex3-3.htm |
| EX-3.2 - CHINA EMEDIA HOLDINGS Corp | v196267_ex3-2.htm |
| EX-3.1 - CHINA EMEDIA HOLDINGS Corp | v196267_ex3-1.htm |
| EX-10.2 - CHINA EMEDIA HOLDINGS Corp | v196267_ex10-2.htm |
| EX-21.1 - CHINA EMEDIA HOLDINGS Corp | v196267_ex21-1.htm |
| EX-23.2 - CHINA EMEDIA HOLDINGS Corp | v196267_ex23-2.htm |
| EX-10.4 - CHINA EMEDIA HOLDINGS Corp | v196267_ex10-4.htm |
| EX-10.3 - CHINA EMEDIA HOLDINGS Corp | v196267_ex10-3.htm |
| EX-10.1 - CHINA EMEDIA HOLDINGS Corp | v196267_ex10-1.htm |
K&L
Gates LLP
599
Lexington Ave.
New York,
NY 10022
(212)
536-3900
September
10, 2010
China
eMedia Holdings Corporation
Suite
2302, Seaview Commercial Building
21
Connaught Road West
Sheung
Wan, Hong Kong
Peoples
Republic of China PRC
Ladies
and Gentlemen:
We have acted as your counsel in
connection with the Registration Statement on Form S-3 (the “Registration
Statement”) filed with the Securities and Exchange Commission under the
Securities Act of 1933 (the “1933 Act”) for the registration of 6,794,612 shares
(the “Shares”) of Common Stock, par value $.001 per share, of China eMedia
Holdings Corporation, a Delaware corporation.
You have
requested our opinion as to the matters set forth below in connection with the
Registration Statement. For purposes of rendering that opinion, we
have examined the Registration Statement, the Company’s Certificate of
Incorporation, and Bylaws, and the corporate action of the Company that provides
for the issuance of the Shares, and we have made such other investigation as we
have deemed appropriate. We have examined and relied upon
certificates of public officials. For the purposes of this opinion letter, we
have assumed the authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as copies and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed (i) the legal capacity of all natural persons, (ii) the
genuineness of the signatures of persons signing all documents in connection
with which this opinion is rendered, (iii) the authority of such persons signing
on behalf of the parties thereto other than the Company, (iv) the due
authorization, execution and delivery of all documents by the parties thereto
other than the Company, (v) that the Registration Statement will be effective
and will comply with all applicable laws at the time the Shares are issued as
contemplated by the Registration Statement, (vi) that the Shares will be issued
in compliance with applicable federal and state securities laws and in the
manner stated in the Registration Statement, and (vii) that the Company shall
remain at all times a corporation incorporated under the law of the State of
Delaware. We have not verified any of those assumptions.
Our
opinion set forth below is limited to the law of the State of
Delaware.
Based
upon and subject to the foregoing, it is our opinion that the Shares are duly
authorized for issuance by the Company and, when issued and delivered, will be
validly issued, fully paid, and nonassessable.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving our consent we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the 1933 Act or
the rules and regulations thereunder.
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Yours
truly,
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/s/ K&L Gates LLP
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K&L
Gates LLP
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