Attached files
| file | filename |
|---|---|
| S-1/A - SRKP 25 INC | v208789_s1a.htm |
| EX-4.3 - SRKP 25 INC | v208789_ex4-3.htm |
| EX-1.1 - SRKP 25 INC | v208789_ex1-1.htm |
| EX-23.2 - SRKP 25 INC | v208789_ex23-2.htm |
| EX-23.3 - SRKP 25 INC | v208789_ex23-3.htm |
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China
Century Dragon Media, Inc.
Room
801, No. 7, Wenchanger Road,
Jiangbei,
Huizhou City,
Guangdong
Province, China
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Re:
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Registration
Statement on Form S-1 (SEC File No.
333-166866)
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Registration
for Sale by the Company of (1)(a) 1,610,000 Shares of Common Stock,
(b)
Underwriters' Warrants and (c) up to 70,000 shares issuable upon exercise
of the
Underwriters’
Warrants; and (2) Resale by selling stockholders of 1,034,403
Shares
of Common Stock
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Ladies
and Gentlemen:
We have acted as counsel for China
Century Dragon Media, Inc., a Delaware corporation (the “Company”), in
connection with a registration statement on Form S-1 (File No. 333-166866)
(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 for (A)(1) the public offering of up to 1,610,000
shares (the “IPO
Shares”) of the Company’s common stock, $0.0001 par value per share (the
“Common
Stock”), (2) warrants (the "Underwriters'
Warrants") to purchase up to 70,000 shares of Common Stock to be issued
by the Company to the Underwriters of the IPO Shares upon the closing of the
IPO, and (3) up to 70,000 shares of Common Stock underlying the Underwriters'
Warrants (the “Underwriters' Warrant
Shares" and together with the IPO Shares and the Underwriters' Warrants,
collectively the "IPO
Securities"), and (B) the resale of an aggregate of 1,034,403 shares (the
“Resale
Shares”) of the Company’s Common Stock which may be sold by the selling
stockholders listed in the Resale Prospectus from time to time. As
used in this opinion letter, the term “IPO Prospectus”
refers to the Public Offering Prospectus as defined 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, the term “Resale
Prospectus” refers to the Resale Prospectus as defined in the
Registration Statement and included in the Registration Statement at the
Effective Time and the term “Effective Time”
means the date and the time as of which the Registration Statement is
declared effective by the Commission.
China
Century Dragon Media, Inc.
January
25, 2011
Page
2
The IPO Securities consist of the
following:
(i) 1,400,000
shares of Common Stock to be sold by the Company in the public offering under
the Registration Statement and IPO Prospectus;
(ii) up
to 210,000 shares of Common Stock issuable by the Company upon exercise of an
over-allotment option of the underwriters named in the IPO
Prospectus;
(iv) the
Underwriters’ Warrants; and
(v) the
Underwriters’ Warrant Shares.
The Resale Shares consist of 1,034,403
shares of Common Stock which were originally issued in a private placement
completed on April 30, 2010 and which are included in the Registration Statement
and Resale Prospectus and may be sold from time to time by the selling
stockholders named in the Resale Prospectus.
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 Certificate of Incorporation and Bylaws,
each as amended to date, and the corporate actions of the Company that provides
and provided for the issuance of the IPO Securities and Resale Shares,
respectively, 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. 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 Underwirters’ Warrants. We have not verified any of
those assumptions.
Our opinions set forth below (other
than our opinion in numbered paragraph 1(c)(ii) below) are limited to the
Delaware General Corporation Law (the “DGCL”) and with
respect to our opinion in the numbered paragraph 1(c)(ii) below, the law of the
State of California. We are not licensed to practice law in the State
of Delaware. Our opinions as to the DGCL are based solely on a review of the
official statutes of the State of Delaware and the applicable provisions of the
Delaware 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. The opinions set forth below are rendered as of
the date of this letter. We assume no obligation to update or
supplement any of such opinions to reflect any changes of law or fact that may
occur.
China
Century Dragon Media, Inc.
January
25, 2011
Page
3
Based upon and subject to the
foregoing, it is our opinion that:
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1.
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With
respect to the IPO Securities:
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(a)
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1,400,000
of the IPO Shares referred to in paragraph (i) above,
and
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(b)
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210,000
of the IPO Shares referred to in paragraph (ii)
above,
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have been
duly authorized and when issued and paid for as described in the Registration
Statement and IPO Prospectus, will be, validly issued, fully paid and
non-assessable, and
(c) The
Underwriters' Warrants (i) have been duly authorized for issuance to the
Underwriters upon the closing of the IPO, and (ii) upon payment (or delivery) of
the consideration provided for therein, such Warrants will constitute valid and
legally binding obligations of the Company. The opinion in
subparagraph 1(c)(ii) is 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, and we express no opinion with
respect to provisions relating to severability or separability.
(d) The
Underwriters’ Warrant Shares have been duly authorized and when issued and paid
for in accordance with the terms and conditions of the Underwriters' Warrants
and the IPO Prospectus will be validly issued, fully paid and
non-assessable.
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2.
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With
respect to the Resale Shares, the Resale Shares are duly authorized,
validly issued, fully paid and
non-assessable.
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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 related IPO Prospectus and Resale
Prospectus, as applicable. In giving our consent we do not thereby
that we are experts with respect to any part of the Registration Statement, the
IPO Prospectus or Resale 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/ K&L
GATES LLP
K&L
GATES LLP