Attached files
| file | filename |
|---|---|
| 8-K - GENERAL STEEL HOLDINGS INC | v169951_8k.htm |
| EX-1.1 - GENERAL STEEL HOLDINGS INC | v169951_ex1-1.htm |
| EX-4.1 - GENERAL STEEL HOLDINGS INC | v169951_ex4-1.htm |
| EX-10.1 - GENERAL STEEL HOLDINGS INC | v169951_ex10-1.htm |
| EX-10.2 - GENERAL STEEL HOLDINGS INC | v169951_ex10-2.htm |
| EX-10.4 - GENERAL STEEL HOLDINGS INC | v169951_ex10-4.htm |
| EX-99.1 - GENERAL STEEL HOLDINGS INC | v169951_ex99-1.htm |
| EX-10.3 - GENERAL STEEL HOLDINGS INC | v169951_ex10-3.htm |
Exhibit
5.1
Dennis
Brovarone
ATTORNEY
AND COUNSELOR AT LAW
18
Mountain Laurel Drive
Littleton,
CO 80127
Phone 303
466 4092 / Fax 303 466 4826
December
24, 2009
General
Steel Holdings, Inc.
Room
2315
Kuntai
International Mansion Building,
Yi No 12,
Chaoyangmenwai Ave.
Chaoyang
District, Beijing, China 100020
Ladies
and Gentlemen:
|
Re:
|
Registration
Statement on Form S-3 (Registration No. 333-161585), as amended, initially
filed on August 27, 2009 with the Securities and Exchange Commission (the
“Commission”) and declared effective as of 12:00 p.m. on October 22,
2009.
|
Ladies
and Gentlemen:
This
opinion is furnished to you in connection with the above-referenced registration
statement (the “Registration Statement”), the base prospectus dated October 22,
2009 (the “Base Prospectus”) and the prospectus supplement dated December 24,
2009 (together with the Base Prospectus, the “Prospectus”). The Prospectus
relates to the offering by General Steel Holdings, Inc. (the “Company”), of (i)
5,555,556 shares (the “Shares”) of the Company’s common stock, par value $0.0001
per share (the “Common Stock”) and (ii) warrants (the “Warrants”) to
purchase 2,777,778 shares of Common Stock (the “Warrant Shares”), which Shares,
Warrants and Warrant Shares are covered by the Registration Statement. I
understand that the Shares, Warrants and Warrant Shares are to be offered and
sold in the manner described in the Prospectus.
I have
acted as counsel for the Company in connection with the Shares, Warrants and
Warrant Shares. For purposes of this opinion, I have examined and relied upon
such documents, records, certificates and other instruments as I have deemed
necessary.
The
opinions expressed below are limited to the laws of the State of Nevada,
including the applicable provisions of Nevada Corporate Law and the reported
cases interpreting those laws.
Based
upon and subject to the foregoing, I am of the opinion that (i) the Shares,
when sold as described in the Prospectus, will be duly authorized, validly
issued, fully paid and non-assessable, (ii) provided that the Warrants have
been duly executed and delivered by the Company and duly delivered to the
purchasers thereof against payment therefor, then the Warrants, when issued and
sold as described in the Prospectus, will be valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting creditors’ rights generally and by general equitable principles
(regardless of whether such enforceability is considered in a Corporation
proceeding at law or in equity) and implied covenants of good faith and fair
dealing, and (iii) the shares of the Company’s common stock issued upon
exercise of the Warrants, when issued and sold as described in the Prospectus,
will be validly issued, fully paid and non-assessable.
I hereby
consent to your filing this opinion as an exhibit to a Current Report on Form
8-K to be incorporated by reference in the Registration Statement and to the use
of my name under the caption “Legal Matters” in the Prospectus contained
therein. My consent shall not be deemed an admission that I am an
expert whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Commission
thereunder.
This
opinion may be used only in connection with the offer and sale of the Shares,
Warrants and Warrant Shares while the Registration Statement remains
effective.
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Very
truly yours,
/s/
Dennis
Brovarone
Dennis
Brovarone,
Attorney
at Law
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