Attached files
| file | filename |
|---|---|
| S-1/A - Mobile Presence Technologies Inc. | v208535_rr-s1a.htm |
| EX-1.1 - Mobile Presence Technologies Inc. | v208535_ex1-1.htm |
| EX-23.1 - Mobile Presence Technologies Inc. | v208535_ex23-1.htm |
Exhibit 5.1
January
20, 2011
China
Shandong Industries, Inc.
No. 2888
Qinghe Road
Development
Zone Cao County
Shandong
Province, 274400 China
Re: China Shandong Industries,
Inc. Registration Statement on Form S-1
Gentlemen:
We have acted as special United States
counsel to China Shandong Industries, Inc., a Delaware corporation (the “Company”), in connection with
the assistance of the preparation and filing by the Company of a registration
statement on Form S-1 (the “Registration Statement”) with
the United States Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Securities Act”), with respect
to the Company’s offer and sale of its shares of common stock (the “Common Stock”) in an
underwritten public offering (the “Public Offering”) by Rodman
& Renshaw, LLC as well as the Common Stock that the underwriter(s) in the
Public Offering will have a right to purchase from the Company to cover
over-allotments, if any.
In connection with this opinion, we
have examined and relied upon the originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records, and other
instruments as we have deemed necessary or appropriate for the purpose of this
opinion, including, without limitation, the following: (a) the Certificate of
Incorporation of the Company, (b) the Bylaws of the Company and (c) the
Registration Statement.
We have
assumed the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the original of such
documents. As to any facts material to the opinions expressed below,
with your permission we have relied solely upon, without independent
verification or investigation of the accuracy or completeness thereof,
statements and representations of the officers and other representatives of the
Company.
Based upon the foregoing, and in
reliance thereon, we are of the opinion that the shares of Common Stock to be
sold in the Public Offering, when issued, sold and delivered in the manner
and/or on the terms described in the Registration Statement (after it is
declared effective), will be legally issued, fully paid and
non-assessable.
We
express no opinion as to the applicability of any securities laws or regulations
except to the extent specifically provided in this opinion, or bankruptcy or
solvency, laws or regulations, or environmental law or regulations of the United
States of America or any state or other jurisdiction.
This opinion is limited to the laws in
effect as of the date hereof, including all applicable statutory provisions of
Delaware corporate law. Unless the express prior written consent of
our firm is obtained, this opinion is not to be quoted or otherwise referred to
in any written report, proxy statement, other registration statement and/or
otherwise, nor is it to be filed with or furnished to any other governmental
agency or other person, except as otherwise expressly required by
law.
China
Shandong Industries, Inc.
January
20, 2011
Page
2
We hereby consent to the filing of this
opinion as Exhibit 5.1 to the Registration Statement and to the reference to
this firm under the caption “Legal Matters” in the prospectus that is part of
the Registration Statement. This opinion is to be used only in
connection with the sale of the Common Stock while the Registration Statement is
in effect.
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Very
truly yours,
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GUSRAE,
KAPLAN, BRUNO & NUSBAUM, PLLC
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/s/
GUSRAE, KAPLAN, BRUNO & NUSBAUM,
PLLC
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