Attached files

file filename
S-1 - S-1 FILING - Shenzhen ZhongRong Morgan Investment Holding Group Co., Ltd.ap_s1.htm
EX-3.2 - BYLAWS - Shenzhen ZhongRong Morgan Investment Holding Group Co., Ltd.ap_ex3z2.htm
EX-3.1 - ARTICLES OF INCORPORATION - Shenzhen ZhongRong Morgan Investment Holding Group Co., Ltd.ap_ex3z1.htm
EX-23.2 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Shenzhen ZhongRong Morgan Investment Holding Group Co., Ltd.ap_ex23z2.htm

Exhibit 5.1


Law Offices of Thomas E. Puzzo, PLLC

4216 NE 70th St.

Seattle, Washington 98115

Tel:  (206) 522-2256 / Fax:  (206) 260-0111 / E-mail: tpuzzo@msn.com

 

February 7, 2011


VIA ELECTRONIC TRANSMISSION


Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549


Re: Alliance Petroleum Corporation, a Nevada corporation;

       Registration Statement on Form S-1, as amended


Ladies and Gentlemen:


We have acted as counsel to Alliance Petroleum Corporation, a Nevada corporation (the “Company”), in connection with the registration statement on Form S-1(the “Registration Statement”), filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), with respect to (i) the registration, offer and resale of up to 4,050,000 shares of common stock, par value $0.001 per share, of the Company, by certain selling stockholders of the Company and (ii) the registration, offer and sale of 500,000 shares of common stock, par value $0.001 per share, of the Company, by the Company itself.  


We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents we have deemed relevant and necessary as a basis for the opinion hereinafter expressed.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.


Based on our examination mentioned above, we are of the opinion that the shares of common stock being sold pursuant to the Registration Statement are duly authorized, legally and validly issued, fully paid and non-assessable.


We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the related Prospectus. In giving the foregoing consent, we do not admit that we are in 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.


Very truly yours,


/s/ Thomas E. Puzzo