Attached files
| file | filename |
|---|---|
| S-1/A - SRKP 22 Inc | v205306_s1a.htm |
| EX-23.4 - SRKP 22 Inc | v205306_ex23-4.htm |
December
13, 2010
China
Intelligent Lighting and Electronics, Inc.
No. 29
& 31, Huanzhen Road
Shuikou
Town
Huizhou,
Guangdong
People’s
Republic of China
516005
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Re:
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Registration
Statement on Form S-1 (SEC File No.
333-170943)
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Registration
for Resale of 1,858,323 Shares of Common Stock by selling
stockholders
Ladies
and Gentlemen:
We have acted as counsel for China
Intelligent Lighting and Electronics, Inc., a Delaware corporation (the “Company”), in
connection with a registration statement on Form S-1 (File No. 333-170943)
(the “Registration
Statement”) filed with the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “Securities Act”), in
connection with the registration for the resale of an aggregate of
1,858,323 shares
(the “Shares”)
of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) which
may be sold by the selling stockholders listed in the Registration Statement
from time to time.
The Shares, which are being registered
in the Registration Statement for resale, consist of 1,858,323 shares of Common Stock
that were issued by the Company to the selling stockholders named in the
Registration Statement (the “Selling
Stockholders”). Of the Shares, 1,418,001 Shares were issued by the
Company to the Selling Stockholders on October 11, 2007 and 440,322 Shares were
issued to such Selling Stockholders on August 13, 2010 upon their exercise of
warrants that were issued by the Company to the Selling Stockholders on October
11, 2007.
China
Intelligent Lighting and Electronics, Inc.
December
13, 2010
Page
2
You have requested our opinion as to
the matters set forth below in connection with the Registration
Statement. For purposes of this opinion, we have examined the
Registration Statement, the Company’s Certificate of Incorporation and Bylaws,
each as amended to date, and the corporate actions of the Company that provides
for the issuance of the Shares. We have examined and relied upon
certificates of public officials and, as to certain matters of fact that are
material to our opinion, we have also relied on a Fact Certificate from an
officer of the Company.
We have made assumptions that are
customary in opinions of this kind, including the assumptions of the genuineness
of all signatures on original documents, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof, and the due execution and delivery of all
documents where due execution and delivery are prerequisites to the
effectiveness thereof. We have not verified any of those
assumptions.
Our opinion set forth below is limited
to the Delaware General Corporation Law (the “DGCL”). We are not
licensed to practice law in the State of Delaware. Our opinion as to
the DGCL is based solely on a review of the official statutes of the State of
Delaware and the applicable provisions of the Delaware Constitution and the
reported judicial decisions interpreting such statutes and
provisions. We are not opining on, and we assume no responsibility
for, the applicability to or effect on any of the matters covered herein of any
other laws, the laws of any other jurisdiction or the local laws of any
jurisdiction. The opinion set forth below is rendered as of the date
of this letter. We assume no obligation to update or supplement such
opinion to reflect any changes of law or fact that may occur.
Based upon and subject to the
foregoing, it is our opinion that the Shares are duly authorized, validly
issued, fully paid and non-assessable.
We are furnishing this opinion letter
to you solely in connection with the Registration Statement. You may
not rely on this opinion letter in any other connection, and it may not be
furnished to or relied upon by any other person for any purpose, without our
specific prior written consent.
We hereby consent to the filing of this
opinion letter as an exhibit to the Registration Statement and to the reference
to this firm under the caption “Legal Matters” in the prospectus. In
giving our consent we do not thereby admit that we are experts with respect to
any part of the Registration Statement, the prospectus or any prospectus
supplement within the meaning of the term “expert,” as used in Section 11 of the
Securities Act or the rules and regulations promulgated thereunder by the
Commission, nor do we admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations
thereunder.
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Yours
truly,
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/s/ K&L
Gates LLP
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K&L
Gates LLP
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