Attached files

file filename
S-1/A - AMENDED REGISTRATION STATEMENT - Elite Energies, Inc.fs1a3_eliteenergy.htm
EX-10.5 - DISTRIBUTORSHIP AGREEMENT - Elite Energies, Inc.fs1a3ex10v_eliteenergy.htm
EX-23.1 - CONSENT OF MAH & ASSOCIATES, LLP - Elite Energies, Inc.fs1a3ex23i_eliteenergy.htm
EX-10.6 - EXCLUSIVE AGENT CONTRACT - Elite Energies, Inc.fs1a3ex10vi_eliteenergy.htm
EX-10.14 - PROMISSORY NOTE - BING KUEN HA - Elite Energies, Inc.fs1a3ex10xiv_eliteenergy.htm
EX-10.13 - PROMISSORY NOTE - TONY LEE - Elite Energies, Inc.fs1a3ex10xiii_eliteenergy.htm
Exhibit 5.1
 
 
 
 
  
January 25, 2011

ELITE ENERGIES, INC.
848 Stewart Drive, Suite 101
Sunnyvale, California 94085

Gentlemen:
 
You have requested our opinion, as counsel for Elite Energies, Inc., a Delaware corporation (the "Company"), in connection with the amendment No. 3 to the registration statement on Form S-1 (the "Registration Statement"), under the Securities Act of 1933 (the "Act"), filed by the Company with the Securities and Exchange Commission.
  
The Registration Statement relates to an offering of 9,640,955 shares of the Company’s common stock.
 
We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion. It is our opinion that the shares of common stock to be sold by the selling shareholders have been duly authorized and are legally issued, fully paid and non-assessable.
 
No opinion is expressed herein as to any laws other than the State of Delaware of the United States. This opinion opines upon Delaware law including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws.
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Experts” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
 
Very truly yours,
 
ANSLOW & JACLIN, LLP
 
By:   
/s/ Anslow & Jaclin, LLP
 
ANSLOW & JACLIN, LLP





 195 Route 9 South, 2nd Floor, Manalapan, NJ 07726 Tel 732 409 1212 Fax 732 577 1188
1350 Avenue of the Americas, 3rd Floor, New York, NY 10019 Tel 646 837 8754 Fax 646 619 4494
anslowlaw.com