Attached files
| file | filename |
|---|---|
| S-1/A - EMERALD DAIRY INC | v171400_s1a.htm |
| EX-4.12 - EMERALD DAIRY INC | v171400_ex4-12.htm |
| EX-23.1 - EMERALD DAIRY INC | v171400_ex23-1.htm |
| EX-10.14 - EMERALD DAIRY INC | v171400_ex10-14.htm |
OPINION
OF COUNSEL
Snell
& Wilmer LLP
600 Anton
Boulevard
Suite
1400
Costa
Mesa, California 92626-7689
TELEPHONE:
(714) 427-7000
FACSIMILE:
(714) 427-7799
January
14, 2010
Emerald
Dairy Inc.
11990
Market Street
Suite
205
Reston,
Virginia 20190
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Re:
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Registration
Statement on Form S-1
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Emerald
Dairy Inc., Common Stock, $0.001 par value per
share
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Gentlemen:
We have
acted as special Nevada counsel to Emerald Dairy Inc., a Nevada corporation (the
“Company”), in
connection with its Registration Statement on Form S-1 (the “Registration Statement”),
relating to the proposed resale by the selling stockholders named in the
prospectus made part of the Registration Statement (collectively, the “Selling Stockholders”) of up
to 12,589,979 shares of the Company’s common stock (the “Shares”), comprised of (i)
6,969,810 Shares (the “Outstanding Shares”) that were
purchased by certain of the Selling Stockholders in transactions with the
Company pursuant to exemptions from the registration requirements of the
Securities Act of 1933 as amended (the “ Securities Act”); and (ii) 5,620,169 shares
of common stock (the “Warrant
Shares”) which may be issued to certain of the Selling Stockholders upon
the exercise of issued and outstanding warrants to purchase shares of the
Company’s common stock (the “Warrants”), as more
specifically described in the prospectus made part of the Registration
Statement.
All
capitalized terms herein that are not otherwise defined shall have the meaning
ascribed thereto in the Registration Statement. In connection with this opinion,
we have examined and relied upon the Company’s Articles of Incorporation, as
amended; the Company’s Bylaws; the Registration Statement and related
prospectus; and such corporate records of the Company and such other instruments
and other certificates of public officials, officers and representatives of the
Company and such other persons, and we have made such investigations of law, as
we have deemed appropriate as a basis for the opinions expressed
below. In addition, we have assumed and have not independently
verified the accuracy as to factual matters of each document we have
reviewed.
For
purposes of rendering this opinion, we have examined originals or copies
certified or otherwise identified to our satisfaction of the documents described
in the preceding paragraph and such other documents and records as we have
deemed appropriate. In conducting such examination, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and conformity to original documents of all
documents submitted to us as copies. As to questions of fact material to our
opinion, we have relied upon certificates of officers of the Company and of
public officials. It is understood that this opinion is to be used only in
connection with the filing of the Registration Statement. We are
opining only on the matters expressly set forth herein, and no opinion should be
inferred as to any other matter. The law covered by the opinions expressed
herein is limited to the laws of the State of Nevada. This opinion
letter is delivered as of its date and without any undertaking to advise you of
any changes of law or fact that occur after the effective date of the
Registration Statement even though the changes may affect the legal analysis, a
legal conclusion or information confirmed in this opinion letter.
Emerald
Dairy Inc.
January
14, 2010
Page 2 of
2
Based on
the foregoing, and the matters discussed below, after having given due regard to
such issues of law as we deemed relevant, we are of the opinion that
(i) the Outstanding Shares are validly issued, fully paid and
non-assessable and (ii) the Warrant Shares, when issued, delivered and paid
for in accordance with the terms and conditions of the applicable Warrants, will
be legally issued, fully paid and non-assessable.
We are
furnishing this opinion to the Company solely in connection with the
Registration Statement. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to our
firm under the caption “Legal
Matters” and elsewhere in the Registration Statement and related
prospectus of the Company, including documents incorporated by
reference.
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Very
truly yours,
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/S/ SNELL & WILMER
L.L.P.
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SNELL
& WILMER
L.L.P.
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