Attached files
| file | filename |
|---|---|
| EX-1.1 - YUHE INTERNATIONAL, INC. | v199468_ex1-1.htm |
| 8-K - YUHE INTERNATIONAL, INC. | v199468_8-k.htm |
| EX-99.1 - YUHE INTERNATIONAL, INC. | v199468_ex99-1.htm |
| EX-99.2 - YUHE INTERNATIONAL, INC. | v199468_ex99-2.htm |
Exhibit 5.1
October
20, 2010
Yuhe
International, Inc.
301
Hailong Street, Hanting District
Weifang,
Shandong Province
The
People’s Republic of China
Re: Registration
Statement on Form S-3
Ladies
and Gentlemen:
We are
acting as counsel for Yuhe International, Inc., a Nevada corporation (the “Company”), in
connection with the registration under the Securities Act of 1933, as amended
(the “Act”), of
3,600,000 shares of common stock (the “Primary Shares”), and
an option to purchase up to an aggregate of 540,000 shares
of common stock (the “Option Shares”), $0.001 par value per share,
of the Company (the Primary Shares and Option Shares, collectively, the “Shares”), pursuant to
a Registration Statement on Form S-3 (such Registration Statement, as
amended from time to time, is herein referred to as the “Registration
Statement”) and the related Prospectus and Prospectus Supplement to be
filed with the Securities and Exchange Commission (the “SEC”) pursuant to
Rule 424(b)(5) under the Securities Act of 1933, as
amended.
The
Shares are to be sold to an underwriter (the “Underwriter”)
pursuant to a Purchase Agreement (the “Agreement”) between
the Company and the Underwriter.
In
connection with this opinion, we have examined and relied upon the Registration
Statement and related Prospectus and Prospectus Supplement, and we have reviewed
the corporate proceedings of the Company with respect to the authorization of
the issuance of the Shares. We have also examined and relied upon
originals or copies of such agreements, instruments, corporate records,
certificates and other documents as we have deemed necessary or appropriate as a
basis for the opinions hereinafter expressed. In our examination, we have
assumed the genuineness of all signatures, the conformity to the originals of
all documents reviewed by us as copies, the authenticity and completeness of all
original documents reviewed by us in original or copy form, and the legal
competence of each individual executing any document.
Holland
& Hart
LLP Attorneys at Law
Phone
(775) 327-3000 Fax
(775) 786-6179 www.hollandhart.com
5441 Kietzke
Lane Second Floor Reno, Nevada 89511
Aspen Billings Boise
Boulder Carson City Cheyenne Colorado Springs Denver
Denver Tech Center Jackson Hole Las Vegas Reno
Salt Lake City Santa Fe Washington, D.C.
| |
October
20, 2010
Page
2
|
Subject
to the limitations set forth below, we have made such examination of law as we
have deemed necessary for the purposes of this opinion. The opinion
expressed herein is limited to the laws of the State of Nevada. We express no
opinion concerning the law of any other jurisdiction. This opinion is limited to
the law in effect and the facts in existence as of the date of this letter. No
opinion is offered or implied as to any matter, and no inference may be drawn,
beyond the strict scope of the specific issues expressly addressed by the
opinion expressed herein.
Based
upon and subject to the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued and paid for in accordance with the terms
and conditions of the Agreement, will be validly issued, fully paid and
non-assessable.
We hereby
consent to the filing of this opinion as an exhibit to a Current Report on Form
8-K of the Company and the reference to this firm, as counsel, under the heading
“Legal Matters” in the related Prospectus and Prospectus Supplement. In
rendering this opinion and giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the SEC thereunder.
|
Very
Truly Yours,
/s/
Holland & Hart LLP
|