Attached files
| file | filename |
|---|---|
| S-1/A - QKL Stores Inc. | v211115_s1a.htm |
| EX-23.3 - QKL Stores Inc. | v211115_ex23-3.htm |
| EX-23.2 - QKL Stores Inc. | v211115_ex23-2.htm |
 |
Loeb
& Loeb LLP
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Park Avenue
New
York, NY 10154-1895
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Direct
Main
Fax
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Exhibit
5.1
212.407.4000
212.407.4000
212.407.4990
|
February
15, 2011
QKL
Stores Inc.
1
Nanreyuan
Dongfeng
Road
Sartu
District
163300
Daqing, P.R. China
Re: Registration Statement on Form S-1, as
amended
Dear
Ladies and Gentlemen:
We have
acted as counsel to QKL Stores Inc., a Delaware corporation (the "Company"), in
connection with the registration statement on Form S-1, as amended (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), relating to the resale
of an aggregate of 5,925,702 shares (the "Shares") of common stock, par value
$.001 per share, of the Company (the "Common Stock") by the selling stockholders
named therein. The Shares include (i) 1,129,430 shares of Common Stock issuable
upon conversion of Series A Convertible Preferred Stock, par value $.01 per
share (the “Preferred Shares”), (ii) 3,201,025 shares of Common Stock issuable
upon exercise of Series A Warrants (iii) 796,372 shares of Common Stock issuable
upon exercise of Series B Warrants (collectively, the “Warrants”), and (iv)
798,875 shares of Common Stock currently issued and outstanding (the
“Outstanding Shares”).
We have
examined such documents and considered such legal matters as we have deemed
necessary and relevant as the basis for the opinion set forth below. With
respect to such examination, we have assumed he genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as reproduced or
certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers of the Company.
Based on
our examination mentioned above, we are of the opinion that the Shares
underlying the Preferred Shares and the Warrants and being sold pursuant to the
Registration Statement are duly authorized and will be, when issued in the
manner described in the Registration Statement, legally and validly issued,
fully paid and non-assessable.
Additionally,
based on our examination mentioned above, we are of the opinion that the
Outstanding Shares are duly authorized, legally issued, fully paid and
non-assessable.
We are
opining solely on all applicable statutory provisions of Delaware corporate law,
including the rules and regulations underlying those provisions, all applicable
provisions of the Delaware Constitution and all applicable judicial and
regulatory determinations with respect thereto.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference made to us under the caption “Legal Matters” in
the prospectus constituting part of the Registration Statement. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act, the rules and regulations
promulgated thereunder.
Very
truly yours,
/s/ Loeb
& Loeb LLP
Loeb
& Loeb LLP
Los
Angeles New
York Chicago Nashville Washington,
DC Beijing www.loeb.com
A limited
liability partnership including professional corporations