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EX-5 - OPINION OF COUNSEL - CX Network Group, Inc.ex_5-1.txt

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               Amendment No. 3 to
                                   FORM S-1/A
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               mLight Tech, Inc.
                               -----------------
             (Exact name of registrant as specified in its charter)

                                    Florida
                                    -------
         (State or other jurisdiction of incorporation or organization)

                                      7372
                                      ----
            (Primary Standard Industrial Classification Code Number)

                                   27-3436055
                                   ----------
                    (I.R.S. Employer Identification Number)

                                 Edward Sanders
                 9694 Royal Palm Blvd, Coral Springs, FL 33065
                                  954-856-5718
                 ---------------------------------------------
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

 As soon as practicable after the effective date of this registration statement
 ------------------------------------------------------------------------------
       (Approximate date of commencement of proposed sale to the public)

This is the initial public offering of the Company's common stock.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting Company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting Company" in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer [ ]                        Accelerated filer         [ ]
Non-accelerated filer   [ ]                        Smaller reporting Company [X]
(Do not check if a smaller reporting Company)


                        CALCULATION OF REGISTRATION FEE

Title of Each                       Proposed         Proposed
  Class of           Amount          Maximum          Maximum         Amount of
Securities to        to be       Offering Price      Aggregate      Registration
be Registered    Registered(1)     Per Unit(2)    Offering Price        Fee(3)
-------------    -------------   --------------   --------------    ------------
Common Stock
by Company         3,000,000          $0.01           $30,000           $2.14

(1) The Company may not sell all of the shares, in fact it may not sell any of
the shares. For example, if only 50% of the shares are sold, there will be
1,500,000 shares sold and the gross proceeds will be $15,000.

(2) The offering price has been arbitrarily determined by the Company and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market value
or that they may be sold at this, or at any price.

(3) Estimated solely for the purpose of calculating the registration fee based
on Rule 457(o).

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.


                           AMENDMENT EXPLANATORY NOTE

WE ARE AMENDING OUR REGISTRATION STATEMENT ON FORM S-1 TO UPDATE OUR COUNSEL'S
LEGAL OPINION AND CONSENT ON EXHIBITS 5.1 AND 23.2. ACCORDINGLY, WE ARE ONLY
FILING PART II OF OUR REGISTRATION STATEMENT AS NO OTHER SECTIONS ARE BEING
AMENDED.


                                       ii


              PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The registrant will pay for all expenses incurred by this offering. Whether or
not all of the offered shares are sold, these expenses are estimated as follows:

                  SEC Filing Fee and Printing ..   $ 1,000 *
                  Accounting Fees ..............   $ 2,500
                  Legal ........................   $ 1,500
                                                   -------
                       TOTAL ...................   $ 5,000
                                                   -------
                  * estimate

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the Florida Business Corporation Act, we can indemnify our directors and
officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
Our certificate of incorporation provides that, pursuant to Florida law, our
directors shall not be liable for monetary damages for breach of the directors'
fiduciary duty of care to us and our stockholders. This provision in the
certificate of incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to us or our stockholders, for acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
for any transaction from which the director directly or indirectly derived an
improper personal benefit, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Florida law. The provision
also does not affect a director's responsibilities under any other law, such as
the federal securities laws or state or federal environmental laws.

Our bylaws provide for the indemnification of our directors and officers to the
fullest extent permitted by the Florida Business Corporation Act. We are not,
however, required to indemnify any director or officer in connection with any
(a) willful misconduct, (b) willful neglect, or (c) gross negligence toward or
on behalf of us in the performance of his or his duties as a director or
officer. We are required to advance, prior to the final disposition of any
proceeding, promptly on request, all expenses incurred by any director or
officer in connection with that proceeding on receipt of any undertaking by or
on behalf of that director or officer to repay those amounts if it should be
determined ultimately that he or she is not entitled to be indemnified under our
bylaws or otherwise.

We have been advised that, in the opinion of the SEC, any indemnification for
liabilities arising under the Securities Act of 1933 is against public policy,
as expressed in the Securities Act, and is, therefore, unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

(a) Prior sales of common shares

mLight Tech, Inc. is authorized to issue up to 300,000,000 shares of common
stock with a par value of $0.0001. For the period ended September 30, 2010, we
had issued 9,000,000 common shares to our sole officer and director for a total
consideration of $9,000. The issuance of the shares was made to the sole officer
and director of the Company and an individual who is a sophisticated and
accredited investor, therefore, the issuance was exempt from registration of the
Securities Act of 1933 by reason of Section 4 (2) of that Act.

                                      II-1


mLight Tech, Inc. is not listed for trading on any securities exchange in the
United States, and there has been no active market in the United States or
elsewhere for the common shares.

During the past year, mLight Tech, Inc. has sold the following securities which
were not registered under the Securities Act of 1933, as amended:

For the period ended September 30, 2010, mLight Tech, Inc. issued 9,000,000
shares of common stock to the sole officer and director for cash proceeds of
$9,000.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation K. All exhibits have been previously filed
unless otherwise noted.

EXHIBIT NO.   DOCUMENT DESCRIPTION
-----------   --------------------
3.1           Articles of Incorporation of mLight Tech, Inc.*

3.2           Bylaws of mLight Tech, Inc.*

4.1           Specimen Stock Certificate of mLight Tech, Inc.*

5.1           Opinion of Counsel.

14.1          Code of Business Conduct and Ethics.*

23.1          Consent of Accountants.*

23.2          Consent of Counsel. (included in Exhibit 5.1)

99.1          Subscription Documents and Procedure of mLight Tech, Inc.*
________________
* Previously Filed

(B) DESCRIPTION OF EXHIBITS

EXHIBIT 3.1 Articles of Incorporation of mLight Tech, Inc.

EXHIBIT 3.2 Bylaws of mLight Tech, Inc.

EXHIBIT 4.1 Specimen Stock Certificate of mLight Tech, Inc.

EXHIBIT 5.1 Opinion of Counsel.

EXHIBIT 14.1 Code of Business Conduct and Ethics.

EXHIBIT 23.1 Consent of Accountants

EXHIBIT 23.2 Consent of Counsel.

EXHIBIT 99.1 Subscription Documents and Procedure of mLight Tech, Inc.

                                      II-2


ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

1.    To file, during any period in which offers or sales are being made, a
      post-effective amendment to this registration statement:

      i.    To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933;

      ii.   To reflect in the prospectus any facts or events arising after the
            effective date of the registration statement (or the most recent
            post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set
            forth in the registration statement. Notwithstanding the foregoing,
            any increase or decrease in the volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20% change in the maximum aggregate offering price set forth in
            the "Calculation of Registration Fee" table in the effective
            registration statement.

      iii.  To include any material information with respect to the plan of
            distribution not previously disclosed in the registration statement
            or any material change to such information in the registration
            statement.

2.    That, for the purpose of determining any liability under the Securities
      Act of 1933, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.

3.    To remove from registration by means of a post-effective amendment any of
      the securities being registered that remain unsold at the termination of
      the offering.

4.    That, for the purpose of determining liability under the Securities Act of
      1933 to any purchaser:

      i.    If the registrant is subject to Rule 430C, each prospectus filed
            pursuant to Rule 424(b) as part of a registration statement relating
            to an offering, other than registration statements relying on Rule
            430B or other than prospectuses filed in reliance on Rule 430A,
            shall be deemed to be part of and included in the registration
            statement as of the date it is first used after effectiveness.
            Provided, however, that no statement made in a registration
            statement or prospectus that is part of the registration statement
            or made in a document incorporated or deemed incorporated by
            reference into the registration statement or prospectus that is part
            of the registration statement will, as to a purchaser with a time of
            contract of sale prior to such first use, supersede or modify any
            statement that was made in the registration statement or prospectus
            that was part of the registration statement or made in any such
            document immediately prior to such date of first use.

                                      II-3


5.    That, for the purpose of determining liability of the registrant under the
      Securities Act of 1933 to any purchaser in the initial distribution of the
      securities: The undersigned registrant undertakes that in a primary
      offering of securities of the undersigned registrant pursuant to this
      registration statement, regardless of the underwriting method used to sell
      the securities to the purchaser, if the securities are offered or sold to
      such purchaser by means of any of the following communications, the
      undersigned registrant will be a seller to the purchaser and will be
      considered to offer or sell such securities to such purchaser:

      i.    Any preliminary prospectus or prospectus of the undersigned
            registrant relating to the offering required to be filed pursuant to
            Rule 424;

      ii.   Any free writing prospectus relating to the offering prepared by or
            on behalf of the undersigned registrant or used or referred to by
            the undersigned registrant;

      iii.  The portion of any other free writing prospectus relating to the
            offering containing material information about the undersigned
            registrant or its securities provided by or on behalf of the
            undersigned registrant; and

      iv.   Any other communication that is an offer in the offering made by the
            undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4


                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the State of California
on December 13, 2010.

mLight Tech, Inc.

/s/ Edward Sanders
-----------------
Edward Sanders
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer


                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Edward Sanders, as his true and lawful attorney-in-fact
and agent with full power of substitution and restitution, for him and in his
name, place and stead, in any and all capacities to sign this Registration
Statement and any or all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute, may lawfully do or cause to be
done by virtue thereof.

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
on the dates stated.

/s/ Edward Sanders                         December 13, 2010
------------------
Edward Sanders
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer