Attached files
Exhibit 5.1
June 22, 2020
Yichunfeng (China) Biohealth Limited
Golden Industrial Park, Nanfeng, Fuzhou
Jiangxi, 344500, China
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
I am counsel for Yichunfeng (China) Biohealth Limited, a Nevada corporation (the “Company”), in connection with the proposed public offering (i) by the Company under the Securities Act of 1933, as amended, of up to 4,500,000 shares of its common stock, $0.0001 par value per share (“Common Stock”), and (ii) by the selling shareholders listed in Exhibit A, attached hereto (collectively, the “Selling Shareholders”) under the Securities Act of 1933, as amended, of up to an aggregate of 4,314,263 shares of Common Stock through an amended Registration Statement on Form S-1/A (the “Registration Statement”) as to which this opinion is a part, to be filed with the Securities and Exchange Commission.
In connection with rendering my opinion as set forth below, I have reviewed and examined originals or copies identified to my satisfaction of the following:
(1) Articles of Incorporation, of the Company as filed with the Secretary of State of Nevada;
(2) By-laws of the Company;
(3) Corporate minutes containing the written resolutions of the Board of Directors of the Company;
(4) The Registration Statement and the prospectus contained within the Registration Statement; and
(5) The other exhibits of the Registration Statement.
I have examined such other documents and records, instruments and certificates of public officials, officers and representatives of the Company, and have made such other investigations as I have deemed necessary or appropriate under the circumstances.
In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as original documents and the conformity to original documents of all documents submitted to me as certified, conformed, facsimile, electronic or photostatic copies. I have relied upon the statements contained in the Registration Statement and certificates of officers of the Company, and I have made no independent investigation with regard thereto.
Based upon the foregoing and in reliance thereon, it is my opinion that (i) the 4,500,000 shares of Common Stock being offered by the Company under the Registration Statement, when sold, will be legally issued, fully paid and non-assessable pursuant to the laws of the State of Nevada and the laws of the United States of America, and (ii) the 4,314,263 shares of Common Stock being offered by the Selling Shareholders under the Registration Statement, are legally issued, fully paid and non-assessable pursuant to the laws of the State of Nevada and the laws of the United States of America.
I hereby consent to this opinion being included
as an exhibit to the Registration Statement and to the use of my name under the caption “EXPERTS” in the prospectus
constituting a part thereof.
MCMURDO LAW GROUP, LLC
/s/ Matthew McMurdo, Esq.
Matthew McMurdo, Esq.
Exhibit A
Name Shares
Yuanhang Chen | 800,000 |
Long Chen | 1,893,100 |
Si Chen | 106,900 |
Liping Li | 800,000 |
Zurui Wei | 400,000 |
Qiuxian Cao | 36,512 |
Xiying Cao | 2,376 |
Xiaohong Chen | 2,756 |
Yongliang Chen | 8,250 |
Zhengpen Chen | 10,533 |
Mingjian Hu | 4,643 |
Lixing Huang | 3,029 |
Jianmei Ji | 4,683 |
Huoyuan Li | 7,070 |
Wangyun Li | 3,259 |
Fang Li | 1,955 |
Lee Mike Yuan | 5,333 |
Qingju Li | 4,003 |
Qiongying Li | 2,070 |
Mingjiang Liang | 7,030 |
Aimin Liao | 12,993 |
Jianzhong Shao | 6,600 |
Meifeng Shi | 2,910 |
Aifeng Song | 5,164 |
Jian Song | 5,600 |
Pijiang Teng | 2,276 |
Wanchen Tong | 1,861 |
Ruoping Wang | 2,466 |
Wenge Wang | 4,498 |
Yanhao Wang | 51,793 |
Bingcun Wei | 4,764 |
Zhiping Xiong | 3,210 |
Wuhuan Xu | 11,033 |
Tongxue Yang | 2,366 |
Chumei Ye | 3,333 |
Xiuyan Yu | 3,216 |
Lifang Zeng | 68,633 |
Hui Zhang | 6,143 |
Jiekai Zhang | 2,576 |
Huaxia Zhao | 4,666 |
Yumiao Zhong | 4,660 |
Total | 4,314,263 |