Attached files
| file | filename |
|---|---|
| S-1 - KAIBO FOODS Co Ltd | v211691_s1.htm |
| EX-23.1 - KAIBO FOODS Co Ltd | v211691_ex23-1.htm |
| EX-21.1 - KAIBO FOODS Co Ltd | v211691_ex21-1.htm |
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Suite
600
Las
Vegas, Nevada 89169
|
|
Our
File
Number: 52048-00001
|
February
18, 2011
CFO
Consultants, Inc.
Room 2102
F&G
Nan Fung
Centre
264-298
Castle Peak Road
Tsuen
Wan, New Territories
Hong
Kong
Re: CFO
Consultants, Inc./Registration Statement on Form S-1
Ladies
and Gentlemen:
We have
acted as special Nevada counsel to CFO Consultants, Inc., a Nevada corporation
(the “Company”), in connection with the registration by the Company of
11,960,000 shares (the “Shares”) of its common stock, $0.001 par value per share
(the “Common Stock”), to be sold by certain selling stockholders of the Company
under a Registration Statement on Form S-1 (the “Registration Statement”) as
filed with the Securities and Exchange Commission (the
“Commission”). Of the 11,960,000 Shares subject to the Registration
Statement, 1,840,000 of such Shares are issued and outstanding (the “Outstanding
Shares”), 1,840,000 of such Shares are to be issued upon exercise of certain
common stock purchase warrants dated December 21, 2010 (the “Investor Warrants”)
and 920,000 of such shares are to be issued upon exercise of certain placement
agent warrants dated December 21, 2010 (the “Placement Agent
Warrants”). The Investor Warrants and the Placement Agent Warrants
are referred to collectively as the “Warrants.” The Common Stock to
be issued upon exercise of the Warrants is referred to herein as the “Warrant
Shares.”
In
connection with this opinion, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of (i) the Registration Statement;
(ii) the Articles of Incorporation of the Company, as amended to date; (iii) the
Bylaws of the Company, as amended to date; (iv) the form of Investor Warrant;
(v) the form of Placement Agent Warrant; and (iv) certain resolutions of the
Board of Directors of the Company relating to the issuance and sale of the
Outstanding Shares, Warrants and Warrant Shares, the registration of the Shares
under the Securities Act of 1933, as amended, and such other matters as
relevant. We also have examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
Phoenix ● Tucson ● Las
Vegas ● Reno ● Albuquerque ● Silicon
Valley
www.lewisandroca.com
In our
examination we have assumed the legal capacity of all natural persons, the
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 copies and the accuracy and completeness of the information, factual
matters, representations, and warranties contained in such
documents.
Based upon and subject to the
foregoing, we are of the opinion that (i) the Outstanding Shares have been duly
authorized, were validly issued and are fully paid and nonassessable; and (ii)
the Warrant Shares are duly authorized and, upon exercise of the Warrants in
accordance with the terms thereof and issuance and delivery of certificates (or
book entry notation if uncertified) representing such Warrant Shares against
payment therefore, will be validly issued, fully paid and
nonassessable.
While
certain members of this firm are admitted to practice in certain jurisdictions
other than Nevada, in rendering the foregoing opinions we have not examined the
laws of any jurisdiction other than Nevada. Accordingly, the opinions we express
herein are limited to matters involving the laws of the State of Nevada
(excluding securities laws).
We
express no opinion regarding the effect of any securities laws related to the
issuance of the Outstanding Shares, Warrants or Warrant Shares, or the
subsequent resale of the Outstanding Shares or Warrant Shares. It is
our understanding that the Company has retained the law firm of Loeb & Loeb
LLP to represent it with respect to the Registration Statement and matters of
federal securities laws.
This
opinion letter has been prepared solely for use in connection with the
transactions contemplated in the Registration Statement and is not be utilized
or relied upon for any other purpose without our prior written
consent. We disclaim any undertaking to advise you of any subsequent
changes in the facts stated or assumed herein or any changes in applicable law
that may come to our attention subsequent to the date the Registration Statement
is declared effective.
We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement, and we consent to the
reference of our name under the caption “Legal Matters” in the Prospectus
forming a part of the Registration Statement. In giving the foregoing
consent, we do not hereby 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 Commission thereunder.
|
Very
truly yours,
/s/
Lewis and Roca LLP
LEWIS
AND ROCA LLP
|
Phoenix ● Tucson ● Las
Vegas ● Reno ● Albuquerque ● Silicon
Valley
www.lewisandroca.com