Attached files
| file | filename |
|---|---|
| S-1/A - AMENDMENT NO. 1 TO FORM S-1 - Feihe International Inc | v162463_s1a.htm |
| EX-23.1 - CONSENT OF GRANT THORNTON - Feihe International Inc | v162463_ex23-1.htm |
EXHIBIT
5.1
DLA
Piper llp (us)
701 Fifth
Avenue
Suite
7000
Seattle,
Washington 98104
October
13, 2009
American
Dairy, Inc.
Star City
International Building,
10
Jiuxianqiao Road, C-16th Floor
Chaoyang
District
Beijing,
China, 100016
|
Re:
|
American
Dairy, Inc. Registration Statement on Form
S-1
|
Ladies
and Gentlemen:
As legal counsel for American Dairy,
Inc., a Utah corporation (the “Company”), we are
rendering this opinion in connection with the registration statement on Form S-1
(the “Registration
Statement”) filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended. The Registration Statement
relates to the resale of up to 2,647,542 shares (the “Shares”) of common
stock of the Company (the “Common Stock”) that
may be offered and sold by the selling shareholders named in the Registration
Statement (the “Selling
Shareholders”), of which (i) 2,100,000 shares of Common Stock were issued pursuant to that certain subscription agreement dated August 11,
2009 by and among the
Company and the Selling Shareholders named therein (the “Subscription
Agreement”), (ii) up to 525,000 shares of Common Stock are issuable if the Company fails to meet certain performance targets in accordance with the terms of
the Subscription Agreement (the “Performance
Shares”), and (iii) up to 22,542 shares of
Common Stock are issuable upon exercise of an outstanding warrant (the
“Warrant,” and the shares issuable upon exercise
thereof, the “Warrant
Shares”).
We have examined such instruments,
documents and records as we deemed relevant and necessary for the basis of our
opinion hereinafter expressed. In such examination, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to the originals of all
documents submitted to us as copies. With respect to our opinion
below that the Shares have been duly authorized, we have relied solely upon our
examination of the authorized shares provision of the Company’s Articles of
Incorporation, as amended to the date hereof and as certified to be complete and
true by the Secretary of the Company. With respect to our opinion
that the Performance Shares and the Warrant Shares will be validly issued, we
have assumed that such Shares will be evidenced by appropriate certificates,
duly executed and delivered. We express no opinion concerning any law
other than the corporation laws of the State of Utah, including the applicable
provisions of the Utah Constitution and reported judicial decisions interpreting
these laws, and the federal law of the United States.
Based on such examination, we are of
the opinion that the Shares
being registered pursuant
to the Registration Statement are duly authorized shares of Common Stock
and are, or with respect to the Performance Shares and the Warrant Shares if and
when issued and delivered in
accordance with the respective terms of the Subscription Agreement and
the Warrant will be, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the use of our name
as it appears under the caption “Legal Matters” in the Registration
Statement. This opinion is to be used only in connection with the
sale of the Shares by the Selling Shareholders and the issuance of the
Performance Shares and the Warrant Shares while the Registration Statement is in
effect.
Respectfully
submitted,
DLA
Piper
llp (us)
/s/
DLA Piper
llp (us)