Attached files
| file | filename |
|---|---|
| S-1/A - SOLAR ENERTECH CORP | v201720_s-1a.htm |
| EX-4.3 - SOLAR ENERTECH CORP | v201720_ex4-3.htm |
| EX-23.1 - SOLAR ENERTECH CORP | v201720_ex23-1.htm |
| EX-10.23 - SOLAR ENERTECH CORP | v201720_ex10-23.htm |
| EX-10.24 - SOLAR ENERTECH CORP | v201720_ex10-24.htm |
Exhibit 5.1
| DLA Piper US LLP
2000
University Avenue
East
Palo Alto, California 94303-2215
www.dlapiper.com
T 650.833.2000
F 650.833.2001
|
|
November 12,
2010
Solar
EnerTech Corp.
655 West
Evelyn Avenue, Suite #2
Mountain
View, CA 94041
Re: Registration
Statement (No. 333-169045) on Form S-1
Ladies
and Gentlemen:
We have
acted as counsel to Solar EnerTech Corp., a Delaware corporation (“Solar
EnerTech”), in connection with Solar EnerTech’s registration statement
(No. 333-169045) on Form S-1 filed with the Securities and Exchange
Commission (the “SEC”) on
August 25, 2010 (as it may be amended and supplemented, the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Act”).
The
Registration Statement covers the registration of (i) up to 70,000,000 units
(the “Units”),
each consisting of one share of Solar EnerTech’s common stock, par value $0.001
per share (the “Common
Stock”)
and a warrant to purchase one share of Solar EnerTech’s Common Stock (the “Warrant”),
(ii) all shares of Common Stock and Warrants issued as part of the Units, and
(iii) all shares of Common Stock issuable upon exercise of the
Warrants.
This
opinion is being furnished in accordance with the requirements of
Item 16(a) of Form S-1 and Item 601(b)(5)(i) of
Regulation S-K.
In
connection with this opinion, we have reviewed and relied upon the Registration
Statement and related prospectus, Solar EnerTech’s charter documents, as amended
to date, records of its corporate proceedings in connection with the issuance
and sale of the Units, and the Warrants. We have assumed the
authenticity and completeness of all records, documents and instruments
submitted to us as originals, the genuineness of all signatures, the legal
capacity of natural persons and the completeness and conformity to the originals
of all records, documents and instruments submitted to us as
copies. Based on such review, we are of the opinion
that:
|
1.
|
The
Common Stock included in the Units, when issued and sold in accordance
with and in the manner described in the Registration Statement, will be
duly authorized, validly issued, fully paid and
non-assessable.
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2.
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Each
Warrant included in the Units, when issued and sold in accordance with and
in the manner described in the Registration Statement, will constitute a
valid and binding agreement of the Company enforceable against the Company
in accordance with its terms, except as enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, arrangement,
moratorium, or other similar laws affecting creditors’ rights, and subject
to general equity principles and to limitations on availability of
equitable relief, including specific
performance.
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3.
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Assuming
that the Company has an adequate number of authorized shares of Common
Stock, the Common Stock, when issued and paid for upon exercise of the
Warrants as contemplated by the Warrants, will be duly authorized, validly
issued, fully paid and
nonassessable.
|
We
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to this firm under the caption “Legal Matters” in
the prospectus which is part of the Registration Statement. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Act, the rules and regulations
of the SEC promulgated thereunder or Item 509 of
Regulation S-K.
Our
opinion is expressly limited to the matters set forth above, and we render no
opinion, whether by implication or otherwise, as to any other matters relating
to Solar EnerTech, the Shares or the Registration Statement.
Sincerely,
/s/ DLA
Piper US LLP
DLA
Piper US LLP