Attached files
| file | filename |
|---|---|
| S-1 - China Electronics Holdings, Inc. | v199084_s1.htm |
| EX-4.4 - China Electronics Holdings, Inc. | v199084_ex4-4.htm |
| EX-23.2 - China Electronics Holdings, Inc. | v199084_ex23-2.htm |
| EX-23.1 - China Electronics Holdings, Inc. | v199084_ex23-1.htm |
GUZOV OFSINK, LLC
600 Madison Avenue
New York, New York 10022
|
October 15,
2010
|
China
Electronics Holdings, Inc
Building 3, Binhe District, Longhe East
Road,No. 475
Huanshidong Road,
Lu’an
City, Anhui Province,
PRC
237000
|
|
Re:
|
Registration
Statement on Form S-1
|
of
China
Electronics Holdings, Inc
Gentlemen:
We have acted as counsel to China
Electronics Holdings, Inc, a
Nevada corporation (the "Company"), in connection with the
filing of a Registration Statement on Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), with
respect to the registration under the Securities Act of 1933, as amended (the
"Act"), of 5,390,424 shares of the Company's Common Stock, par value $.0001 per share
for resale (the “Shares”).
In our capacity as counsel, we are
familiar with the proceedings taken by the Company in connection with the
authorization, issuance and sale of the Company’s warrants to purchase Common
Stock (“Warrants”), which securities may be exercised for the Shares. In addition, in connection with the
registration of the foregoing Shares, we have reviewed such documents and
records as we have deemed necessary to enable us to express an
opinion on the matters covered hereby, including, but not limited to, certain
agreements relating to the authorization, issuance, registration and sale of such
securities and copies of resolutions of the Board of Directors authorizing the
issuance of such securities and the registration for resale of the Shares pursuant to the Registration
Statement.
In rendering this opinion, we have (a)
assumed (i) the genuineness of all signatures on all documents examined by
us, (ii) the authenticity of all documents submitted to us as originals,
and (iii) the conformity to original documents of all documents submitted to
us as photostatic or conformed copies and the authenticity of the originals of
such copies; and (b) relied on (i) certificates of public officials and
(ii) as to matters of fact, statements and certificates of officers and
representatives of the Company.
Based upon the foregoing, we are of the
opinion that the Shares are
duly authorized and, when
issued in accordance with the terms of the Warrants (including payment of the
exercise price thereof in full to the Company) will be validly issued, fully paid and
non-assessable.
We hereby consent to the use of this
opinion as an exhibit to the Registration Statement. In giving the
foregoing consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and regulations
of the Securities and Exchange Commission
thereunder.
Nothing herein shall be deemed to relate
to or constitute an opinion concerning any matters not specifically
set forth above. The foregoing opinions relate only to matters of the internal
law of the State of Nevada without reference to conflict of laws and to
matters of federal law, and we do not purport to express any opinion on the
laws of any other jurisdiction. We assume no obligation to supplement this opinion
if, after the date hereof, any applicable laws change, or we become
aware of any facts that might change our opinions, as expressed
herein.
The opinion expressed herein may be
relied upon by the Company in connection with the registration of the
Shares, as contemplated by, and in conformity with, the Registration
Statement. With the exception of the foregoing, the opinion expressed herein
may not be relied upon by any other person without our prior written
consent.
We express no opinion as to compliance
with the securities or "blue sky" laws of any state or country in which
the Shares are proposed to be offered and sold.
| Very truly yours, | |||
| /s/ Guzov Ofsink | |||
| Guzov Ofsink, LLC |