Attached files

file filename
S-1 - Stevia Corpg5791.txt
EX-23.1 - Stevia Corpex23-1.txt

                                                                     Exhibit 5.1

Mark C. Lee
Tel (916)442-1111
Fax (916) 448-1709
leema@gtlaw.com


February 27, 2012

Board of Directors
Stevia Corp.
7117 US 31 S,
Indianapolis, IN 46227

Re: Opinion of Counsel for Registration Statement on Form S-1

To Whom It May Concern:

We act as counsel to Stevia Corp., a Nevada corporation (the "Company"), in
connection with the registration of $20 million worth of shares of the Company's
common stock (the "Shares") under the Securities Act of 1933, as amended (the
"Securities Act"), such Shares being issuable upon delivery of a put notice from
the Company pursuant to the terms and conditions of that certain Equity Purchase
Agreement, dated January 26, 2012 (the "Purchase Agreement"), by and between the
Company and Southridge Partners II, LP, as further described in the Company's
registration statement on Form S-1 (the "Registration Statement") filed under
the Securities Act.

For the purpose of rendering this opinion, we examined originals or copies of
such documents as deemed to be relevant. In conducting our examination, we
assumed, without investigation, the genuineness of all signatures, the legal
capacity of all natural persons, the correctness of all certificates, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted as certified or photostatic
copies, the authenticity of the originals of such copies, and the accuracy and
completeness of all records made available to us by the Company. In addition, in
rendering this opinion, we assumed that the Shares will be offered in the manner
and on the terms identified or referred to in the Registration Statement,
including all amendments thereto.

Our opinion is limited solely to matters set forth herein. The law covered by
the opinions expressed herein is limited to the Federal Law of the United States
and the laws applicable to the State of California.

Based upon and subject to the foregoing, and assuming that (i) the Registration
Statement becomes and remains effective, and the prospectus which is a part of
the Registration Statement (the "Prospectus"), and the Prospectus delivery
requirements with respect thereto, fulfill all of the requirements of the
Securities Act, throughout all periods relevant to the opinion; and (ii) all
offers and sales of the Shares will be made in compliance with the securities

Board of Directors February 27, 2012 Page 2 laws of the states having jurisdiction thereof; and (iii) the offers and sales of the Shares will be made in compliance with the Purchase Agreement, we are of the opinion that the Shares, when issued pursuant to the terms described in the Registration Statement, will be legally issued, fully paid and nonassessable. We hereby consent in writing to the reference to this firm under the caption "Interests of Named Experts and Counsel" in the Prospectus included in the Registration Statement and the use of our opinion as an exhibit to the Registration Statement and any amendment thereto. By giving such consent, we do not thereby admit that we come within the category of persons where consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ Greenberg Traurig, LLP ------------------------------------- Greenberg Traurig, LL