Attached files
| file | filename |
|---|---|
| S-1/A - Innolog Holdings Corp. | v207599_s1a.htm |
| EX-21 - Innolog Holdings Corp. | v207599_ex21.htm |
| EX-10.36 - Innolog Holdings Corp. | v207599_ex10-36.htm |
RICHARDSON
& PATEL LLP
10900
Wilshire Boulevard
Suite
500
Los
Angeles, California 90024
Telephone
(310) 208-1183
Facsimile
(310) 208-1154
January
12, 2011
Board of
Directors
Innolog
Holdings Corporation
4000
Legato Road, Suite 830
Fairfax,
Virginia 22033
|
Re:
|
Innolog
Holdings Corporation
|
|
|
Registration
Statement on Form S-1
|
Gentlemen:
We have
acted as counsel for Innolog Holdings Corporation, a Nevada corporation (the
“Company”), in connection with the preparation of a Registration Statement on
Form S-1 filed by the Company with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Act of 1933, as amended (“Act”),
relating to the public sale of 46,277,303 shares of common stock offered for
resale by certain selling shareholders. This opinion is being
furnished pursuant to Item 601(b)(5) of Regulation S-K under the
Act.
In
connection with rendering the opinion as set forth below, we have reviewed (a)
the Registration Statement and the exhibits thereto: (b) the
Company’s Articles of Incorporation, as amended; (c) the Company’s Bylaws; (d)
certain records of the Company’s corporate proceedings as reflected in its
minute books, and (e) such statutes, records and other documents as we have
deemed relevant.
In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and conformity with the originals
of all documents submitted to us as copies thereof. In addition, we
have made such other examinations of law and fact as we have deemed relevant in
order to form a basis for the opinion hereinafter expressed.
Based
upon the foregoing, we are of the opinion that the shares of common stock
included in the Registration Statement for sale by the selling shareholders,
including those shares of common stock that will be issued as a result of the
conversion of shares of preferred stock into shares of common stock, are, and in
the case of the shares issuable as a result of the conversion of the preferred
stock, will be, validly issued, fully paid and nonassessable.
We hereby
consent to the use of this opinion as an exhibit to the Registration Statement
and to the references to this firm in the Registration Statement. In
giving this consent, we do not thereby admit that we are acting within the
category of persons whose consent is required under Section 7 of the Securities
Act and the rules and regulations of the Securities and Exchange Commission
thereunder.
/s/
Richardson & Patel LLP
RICHARDSON
& PATEL LLP