Attached files
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S-1/A - S-1/A - Sino Clean Energy Inc | a2201181zs-1a.htm |
EX-1.1 - EX-1.1 - Sino Clean Energy Inc | a2201181zex-1_1.htm |
EX-23.2 - EXHIBIT 23.2 - Sino Clean Energy Inc | a2201181zex-23_2.htm |
Exhibit 5.1
LIONEL SAWYER & COLLINS
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ATTORNEYS AT LAW
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SAMUEL S. LIONEL GRANT SAWYER
JON R. COLLINS
RICHARD H. BRYAN JEFFREY P. ZUCKER PAUL R. HEJMANOWSKI ROBERT D. FAISS DAVID N. FREDERICK RODNEY M. JEAN HARVEY WHITTEMORE TODD TOUTON CAM FERENBACH LYNDA S. MABRY MARK H. GOLDSTEIN KIRBY J. SMITH |
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ALLEN J. WILT LYNN S. FULSTONE RORY J. REID DAN C. McGUIRE JOHN E. DAWSON FRED D. PETE GIBSON, III CHARLES H. McCREA JR. GREGORY E. SMITH MALANI L. KOTCHKA LESLIE BRYAN HART CRAIG E. ETEM TODD E. KENNEDY MATTHEW E. WATSON JOHN M. NAYLOR WILLIAM J. McKEAN ELIZABETH BRICKFIELD GREGORY R. GEMIGNANI LINDA M. BULLEN LAURA J. THALACKER |
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1700 BANK OF AMERICA PLAZA
300 SOUTH FOURTH STREET
LAS VEGAS, NEVADA 89101
(702) 383-8888
FAX (702) 383-8845
lsc@lionelsawyer.com
www.lionelsawyer.com |
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MICHAEL D. KNOX ERIN FLYNN JENNIFER ROBERTS MEREDITH L. MARKWELL DOUGLAS A. CANNON RICHARD T. CUNNINGHAM MATTHEW R. POLICASTRO JENNIFER J. DiMARZIO PEARL L.GALLAGHER CHRISTINE D. SMITH SUSAN L. MYERS BRIAN S. PICK JENNIFER L. BRASTER LUCAS J. TUCKER CHRISTOPHER WALTHER KEVIN J. HEJMANOWSKI |
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KETAN D. BHIRUD LAUREN D. CALVERT-ARNOLD ROBERT W. HERNQUIST CHRISTIAN HALE TIMOTHY R. MULLINER COURTNEY MILLER OMARA BRIAN H. SCHUSTERMAN MOHAMED A. IQBAL, JR. KELLY R. KICHLINE MARK J. GARDBERG ELIZABETH A. HIGH JAMES B. GIBSON GREG J. CARLSON ABIGAYLE F. DANG JING ZHAO JOHN D. TENNERT
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COLLEEN A. DOLAN JENNIFER A. SMITH DAN R. REASER PAUL E. LARSEN |
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DOREEN SPEARS HARTWELL LAURA K. GRANIER MAXIMILIANO D. COUVILLIER III |
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December 6, 2010 |
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OF COUNSEL A. WILLIAM MAUPIN RICHARD J. MORGAN* ELLEN WHITTEMORE CHRISTOPHER MATHEWS MARK A. CLAYTON
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*ADMITTED IN CA ONLY
WRITERS DIRECT DIAL NUMBER (702) 383-8837 MGOLDSTEIN@LIONELSAWYER.COM |
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Sino Clean Energy Inc.
Room 1502, Building D, Wangzuo International City Building
No. 3 Tangyuan Road, Gaoxin District
Xian, Shaanxi Province, PRC
Re: Amendment No. 4 to the Registration Statement on Form S-1, File No. 333-167560
Ladies and Gentlemen:
We are rendering this opinion to Sino Clean Energy Inc., a Nevada corporation (the Company), in connection with the sale of shares of common stock, par value $0.001 per share (the Common Stock) as contemplated by Amendment No. 4 to the Form S-1 Registration Statement containing two prospectuses (one a Public Offering Prospectus and one a Resale Prospectus) to which this opinion letter has been filed as an exhibit (the Registration Statement).
The Registration Statement relates to the offering pursuant to the Public Offering Prospectus under the Securities Act of 1933, as amended (the Act) in a public offering by the Company for a maximum aggregate offering price of $35,000,000.00. The Common Stock will be offered and sold under the Securities Act of 1933, as amended (the Securities Act).
The Registration Statement also relates to the resale pursuant to the Resale Prospectus under the Act by the selling stockholders named in the Resale Prospectus (Selling Stockholders) of an aggregate of 3,032,295 shares (each a Warrant Share) of the Common Stock which may be issued upon exercise of 3,032,295 shares of Common Stock (Warrant Shares) issuable upon exercise of Series A and Series B warrants (each a Warrant), an aggregate of 15,000 shares of Common Stock (each an Option Share) which may be issued upon exercise of options (each an Option) and 210,848 shares of Common Stock currently issued and outstanding.
RENO OFFICE: 1100 BANK OF AMERICA PLAZA, 50 WEST LIBERTY STREET RENO, NEVADA 89501 · (775) 788-8666 · FAX (775) 788-8682
CARSON CITY OFFICE: 410 SOUTH CARSON STREET · CARSON CITY, NEVADA 89701 · (775) 851-2115 · FAX (775) 841-2119
In rendering our opinions set forth below, we reviewed such corporate documents and records of the Company, such certificates of public officials and such other matters as we have deemed necessary or appropriate for purposes of this opinion letter. As to facts material to the opinions expressed herein, we have relied upon the information contained in the Registration Statement and oral and written statements and representations of officers and other representatives of the Company. We have relied upon articles of the Company and a good standing certificate from the Nevada Secretary of State both dated November 18, 2010. We have further relied upon the bylaws of the Company as publicly filed under the Act. We have relied upon the general authorizations of the Board (as defined below) of the Company in a written consent of all directors signed on May 17, 2010. We have assumed that the Company will keep reserved sufficient authorized but unissued shares of Common Stock to provide enough shares of Common Stock for the issue of the Warrant Shares and the Option Shares upon exercise of each Warrant and Option. We also have assumed (a) the authenticity of all documents submitted to us as originals; (b) the conformity to the originals of all documents submitted to us as copies; (c) the genuineness of all signatures; (d) the legal capacity of natural persons; and (e) the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in all of such documents.
Based upon such examination, and subject to the further assumptions, qualifications and limitations contained herein, it is our opinion that:
1. The Common Stock, registered pursuant to the Public Offering Prospectus, upon issuance and delivery of certificates (or book-entry notation if uncertificated) for such Common Stock against payment therefor of such lawful consideration as the Companys Board of Directors (the Board) (or a duly authorized committee thereof) may determine, will be validly issued, fully paid and non-assessable.
2. Assuming that the full consideration for each Warrant Share issuable upon the exercise of each Warrant is received by the Company in accordance with the terms of each Warrant, the Warrant Shares will, when issued, be validly issued and outstanding, fully paid and nonassessable.
3. Assuming that the full consideration for each Option Share issuable upon the exercise of each Option is received by the Company in accordance with the terms of each Option, the Option Shares will, when issued, be validly issued and outstanding, fully paid and nonassessable.
In rendering the foregoing opinions, we have assumed that: (i) the Registration Statement, and any amendments thereto, shall have become effective under the Act and will remain effective at the time of issuance of any Common Stock thereunder.
Nothing herein shall be an opinion as to the laws of any jurisdiction other than the State of Nevada.
We express no opinion regarding the effect of any securities laws on the Common Stock issued or to be issued by the Company. It is our understanding that the Company has retained the law firm of Loeb & Loeb LLP to represent it with respect to the Registration Statement with respect to matters of U.S. federal securities laws.
We consent to the law firm of Loeb & Loeb LLP relying upon this opinion letter.
We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement in accordance with the requirements of Regulation S-K under the Act and to the reference to our firm therein and in the Public Offering Prospectus and the Resale Prospectus under the caption Legal Matters. In giving such consent, we do not thereby admit that this firm is within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations thereunder.
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Very truly yours, |
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/s/ LIONEL SAWYER & COLLINS |
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LIONEL SAWYER & COLLINS |