Attached files
file | filename |
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S-1/A - Asia Cork Inc. | v201527_s1a.htm |
EX-23.1 - Asia Cork Inc. | v201527_ex23-1.htm |
EX-10.22 - Asia Cork Inc. | v201527_ex10-22.htm |
EX-10.21 - Asia Cork Inc. | v201527_ex10-21.htm |
Exhibit
5.1 – Opinion Letter
McLaughlin & Stern,
llp
260
Madison Avenue
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New
York, New York 10016
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Steven
W. Schuster
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(212)
448–1100
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Millbrook Office
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Partner
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Fax (212)
448–0066
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Franklin
Avenue
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Direct
Phone: (212) 448–6216
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P.O.
Box 1369
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Direct
Fax: (800) 203-1556
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Millbrook,
New York 12545
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E–Mail:
sschuster@mclaughlinstern.com
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(845)
677–5700
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Fax
(845) 677–0097
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November 9, 2010
U.S.
Securities and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
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Re:
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Asia
Cork Inc. (the “Company”)
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Gentlemen:
Reference is made to the registration
statement (the “Registration Statement”) on Form S-1, registration number
333-164893, filed with the Securities and Exchange Commission by the
Company.
We hereby advise you that we have
examined originals or copies certified to our satisfaction of (i) the Amended
and Restated Certificate of Incorporation, the Certificate of Designation and
the By-Laws of the Company, (ii) minutes of the meetings of the Board of
Directors and Shareholders of the Company and (iii) all relevant agreements,
documents and instruments executed by the Company in connection with the
offering of the securities described in the Registration
Statement. The
opinions expressed below are limited to the corporate laws of the State of
Delaware
Based on
the foregoing, we are of the opinion that:
1.
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The
Company has been duly incorporated and is validly existing and in good
standing under the laws of the State of
Delaware.
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2.
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The ______ units (the
“Units”) issuable in connection with the offering
contemplated by the Registration Statement (the “Offering”)
will be duly and validly authorized and issued and nonassessable
upon their issuance.
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3.
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The
______ shares of common stock included in the Units will be duly and
validly authorized and issued and nonassessable upon
their issuance.
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4.
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The
______ warrants (the “Warrants”) included in the Units will be duly and
validly authorized and issued upon their issuance and will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.
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5.
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The
______ shares of common stock issuable upon exercise of the Warrants will
be duly and validly authorized and issued and nonassessable upon
their issuance.
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6.
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The
______ warrants issuable to the underwriter (the “Underwriter’s Warrants”)
to purchase Units in connection with the Offering will be duly and validly
authorized and issued upon their issuance and will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.
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.
7.
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The
______ shares of common stock included in the Underwriter’s Warrants will
be duly and validly authorized and issued and nonassessable upon their
issuance.
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8.
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The
______ warrants included in the Underwriter’s Warrants will be duly and
validly authorized and issued upon their issuance and will
constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their
terms.
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.
9.
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The
3,456,922 shares of common stock issuable upon conversion of the
promissory notes by the selling stockholders will be duly and validly
authorized and issued and nonassessable upon their
issuance.
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10.
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The
1,794,872 shares of common stock issuable upon exercise of the warrants by
the selling stockholders will be duly and validly authorized and issued
and nonassessable upon their
issuance.
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11.
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The
250,000 shares of common stock issuable to a selling stockholder will
be duly and validly authorized and issued and nonassessable upon their
assuance.
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We hereby
consent to the reference to our firm under the caption “Legal Matters” in the
prospectus forming a part of such Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.
Very
truly yours,
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MCLAUGHLIN
& STERN, LLP
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By:
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/s/
Steven W. Schuster
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Steven
W. Schuster, Partner
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