6D Global Technologies, Inc - FORM S-1 - EX-5.1

Attached files

file	filename
S-1 - 6D Global Technologies, Inc	v205690_s1.htm
EX-23.2 - 6D Global Technologies, Inc	v205690_ex23-2.htm

December 16, 2010

CleanTech Innovations, Inc.

C District, Maoshan Industry Park,

Tieling Economic Development Zone,

Tieling, Liaoning Province, China 112616

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

We are acting as special Nevada counsel for CleanTech Innovations, Inc., a Nevada corporation (the “Company”), in connection with the Registration Statement on Form S-1 relating to the registration under the Securities Act of 1933, as amended (the “Act”) of up to 4,487,500 shares of Common Stock, par value $.00001 per share (the “Shares”) of the Company, all of which are to be offered and sold by certain stockholders of the Company (the “Selling Stockholders”). Such Registration Statement filed with the Securities and Exchange Commission on December 16, 2010, including any amendments, is herein referred to as the “Registration Statement.” The Shares being registered include 1,987,500 shares issuable upon exercise of outstanding warrants (the “Warrants”).

In arriving at the opinions expressed below, we have examined and relied on the following documents: (a) the Articles of Incorporation of the Company, as amended; (b) the Amended and Restated Bylaws of the Company; (c) the consents of the Board of Directors of the Company provided to us, and (d) the Officer’s Certificate provided to us by the Company, in which we have assumed the validity of such representations. In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

Holland & Hart LLP Attorneys at Law

Phone (775) 327-3000 Fax (775) 786-6179 www.hollandhart.com

5441 Kietzke Lane Second Floor Reno, Nevada 89511

Aspen Billings Boise Boulder Carson City Cheyenne Colorado Springs Denver Denver Tech Center Jackson Hole Las Vegas Reno Salt Lake City Santa Fe Washington, D.C

December 16, 2010

Page 2

Based upon the foregoing, we are of the opinion that the Shares of Common Stock currently outstanding are legally and validly issued, fully paid and nonassessable, and to the extent the Shares are issuable upon exercise of the Warrants, when issued in accordance with the exercise provisions of such Warrants, will be duly authorized and legally issued by the Company and fully paid and nonassessable. This opinion is limited to matters governed by the laws of the State of Nevada.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and in the Prospectus included therein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

	Sincerely,

	/s/ Holland & Hart LLP

6D Global Technologies, Inc - FORM S-1 - EX-5.1 - December 16, 2010

Attached files

6D Global Technologies, Inc Reports