Attached files
| file | filename |
|---|---|
| S-1/A - Asia Cork Inc. | v205388_s1a.htm |
| EX-4.4 - Asia Cork Inc. | v205388_ex4-4.htm |
| EX-4.3 - Asia Cork Inc. | v205388_ex4-3.htm |
| EX-4.2 - Asia Cork Inc. | v205388_ex4-2.htm |
| EX-23.1 - Asia Cork Inc. | v205388_ex23-1.htm |
| EX-10.21 - Asia Cork Inc. | v205388_ex10-21.htm |
Exhibit
5.1 – Opinion Letter
McLaughlin
& Stern, llp
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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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December
13, 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 (i) the
corporate laws of the State of Delaware and,(ii) with respect to the warrants
described below, the corporate laws of the State of New York.
Based on
the foregoing, we are of the opinion that:
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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
______ Units issuable to the underwriter upon exercise of the
Underwriter’s Warrants (the “Underwriter Units”) will be duly and validly
authorized and issued upon their
issuance.
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8.
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The
______ shares of common stock included in the Underwriter’s Units will be
duly and validly authorized and issued and nonassessable upon their
issuance.
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9.
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The
______ warrants included in the Underwriter’s 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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10.
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The
______ shares of common stock issuable to the underwriter upon exercise of
the warrants included in the Underwriter Units will be duly and validly
authorized and issued upon their
issuance.
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11.
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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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12.
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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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13.
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The
250,000 shares of common stock issuable to a selling stockholder are
duly and validly authorized and issued and nonassessable upon their
issuance.
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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.
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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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