Attached files
GRAUBARD
MILLER
THE
CHRYSLER BUILDING
405
LEXINGTON AVENUE
NEW YORK,
NEW YORK 10174
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February
18, 2011
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China Resources Development Inc.
c/o SSC
Mandarin Investment Group Limited
1402
China Resources Building
26
Harbour Road, Wanchai
Hong
Kong
Dear
Sirs:
Reference
is made to the Registration Statement on Form S-1 (“Registration Statement”)
filed by China Resources Development Inc. (“Company”), a Cayman Islands company,
under the Securities Act of 1933, as amended (“Act”), covering (i) 7,500,000
Units, with each Unit consisting of one ordinary share of the Company (7,500,000
shares), par value $.001 per share (the “Ordinary Shares”), and warrants
(7,500,000 warrants) (“Warrants”), each to purchase one Ordinary Shares
(7,500,000 Shares) to Lazard Capital Markets LLC, the representative of the
underwriters (the “Underwriters”), (ii) up to 1,125,000 Units (the
“Over-Allotment Units”) representing 1,125,000 Ordinary Shares and 1,125,000
Warrants (to purchase 1,125,000 Ordinary Shares), which the Underwriters will
have a right to purchase from the Company to cover over-allotments, if any,
(iii) all Ordinary Shares and all Warrants issued as part of the Units and
Over-Allotment Units and (iv) all Ordinary Shares issuable upon exercise of the
Warrants included in the Units and Over-Allotment Units.
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 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 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 and employees of the Company.
Based
upon the foregoing, we are of the opinion that the Warrants constitute legal,
valid and binding obligations of the Company under the laws of the State of New
York, enforceable against the Company in accordance with their terms, except
(i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of
creditors’ rights generally and (ii) as limited by laws relating to the
availability of specific performance, injunctive relief, or other equitable
remedies.
We hereby
consent to the use of this opinion as an exhibit to the Registration Statement,
to the use of our name as your counsel and to all references made to us in the
Registration Statement and in the Prospectus forming a part
thereof. In giving this 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 promulgated thereunder.
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Very
truly yours,
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/s/
Graubard Miller
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