Attached files
| file | filename |
|---|---|
| S-1/A - ZHENG HUI INDUSTRY CORP. | v205359_s1a.htm |
| EX-23.1 - ZHENG HUI INDUSTRY CORP. | v205359_ex23-1.htm |
Exhibit
5.1
|
McLaughlin
& Stern, llp
|
||
|
steven
w. schuster
Partner
Direct
Phone: (212) 448-6216
Direct
Fax: 1(800) 203-1556
E–Mail:
sschuster@mclaughlinstern.com
|
260
Madison Avenue
New
York, New York 10016
(212)
448–1100
Fax (212)
448–0066
|
Millbrook
Office
Franklin
Avenue
P.O.
Box 1369
Millbrook,
New York 12545
(845)
677–5700
Fax
(845) 677–0097
|
December
14, 2010
Zheng Hui
Industry Corporation
Daokou
Industrial Park
Yingli
Town, Shouguang
Weifang,
Shandong Province
China
262717
|
Re:
|
Registration
Statement on Form S-1 (SEC File No.
333-168073)
|
Ladies
and Gentlemen:
We have
acted as counsel for Zheng Hui Industry Corporation, a Nevada corporation (the
“Company”), in connection with a registration statement on Form S-1 (File
No. 333-168073) (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 registration
of:
(1) an
aggregate of $17,250,000 of shares (the “Shares”) of the Company’s Common Stock,
$0.001 par value per share (the “Common Stock”), including up to an aggregate of
$3,000,000 of Shares upon exercise of an over-allotment option to be granted to
Rodman & Renshaw, LLC and Newbridge Securities Corporation. (the
“ Underwriters ”),
(2)
warrants to purchase Common Stock (the "Underwriters' Warrants") to be issued by
the Company to the Underwriters, and
(3) up to
an aggregate of $2,242,500 of shares of Common Stock (the “Warrant Shares")
underlying, and issuable to the Underwriters’ upon exercise of, the
Underwriters' Warrants.
As used
in this opinion letter, the term “Securities,” refers collectively to the
Shares, the Underwriters’ Warrants and the Warrant Shares, the term “Prospectus”
refers to the prospectus included in the Registration Statement in the form
first filed with the Commission following the Effective Time pursuant to Rule
424(b) of the rules and regulations under the Securities Act and the term
“Effective Time” means the date and the time as of which the Registration
Statement is declared effective by the Commission.
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 Articles of Incorporation and Bylaws, each
as amended to date, and the corporate actions of the Company that provide for
the issuance and sale of the Securities and we have made such other
investigation as we have deemed appropriate. 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 (excluding the documents executed and
delivered by the Company). We have further assumed that the Company
does not in the future issue so many shares of Common Stock that there are
insufficient remaining authorized but unissued shares of Common Stock for the
exercise of the Underwriters’ Warrants. We have not verified any of
those assumptions.
Our
opinions set forth below are limited to Chapter 78 (Private
Corporations) of the Nevada Revised Statutes of the State of
Nevada (the “Nevada Corporations Code”) and, solely with respect to
our opinion in the numbered paragraph 2 below, the law of the State of New
York. We are not licensed to practice law in the State of Nevada. Our
opinions as to the Nevada Corporations Code are based solely on a review of the
official statutes of the State of Nevada and the applicable provisions of the
Nevada Constitution and the reported judicial decisions interpreting such
statutes and provisions. Our opinions as to the laws of the State of
New York are based solely on the official statutes of the State of New
York and the applicable provisions of the New York 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.
Based
upon and subject to the foregoing, it is our opinion that:
1.
The Shares have been duly authorized and when issued and paid for as described
in the Registration Statement and Prospectus, will be, validly issued, fully
paid and non-assessable.
2.
The Underwriters' Warrants have been duly authorized for issuance to the
Underwriters, and when issued and paid for as described in the Registration
Statement and Prospectus, will constitute valid and legally binding obligations
of the Company, subject to applicable bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfer or conveyance),
reorganization, moratorium, and other similar laws affecting creditors' rights
generally and to general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law), including, without limitation,
(a) the possible unavailability of specific performance, injunctive relief or
any other equitable remedy and (b) concepts of materiality, reasonableness, good
faith and fair dealing. We express no opinion with respect to provisions of the
Underwriters’ Warrants relating to severability or separability.
3.
The Warrant Shares have been duly authorized for issuance upon exercise by
the Underwriters of the Underwriters’ Warrants and, when issued and paid for in
accordance with the terms and conditions of the Underwriters' Warrants and as
described in the Registration Statement and the Prospectus, will be validly
issued, fully paid and non-assessable.
We hereby
consent to the filing of this opinion 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 or the Prospectus
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.
Yours
truly,
/s/ MCLAUGHLIN
& STERN LLP
MCLAUGHLIN
& STERN LLP