Attached files
| file | filename |
|---|---|
| S-1/A - ZST Digital Networks, Inc. | v170889_s1a.htm |
| EX-23.1 - ZST Digital Networks, Inc. | v170889_ex23-1.htm |
| EX-23.3 - ZST Digital Networks, Inc. | v170889_ex23-3.htm |
ZST
Digital Networks, Inc.
206
Tongbo Street, Boyaxicheng Second Floor
Zhengzhou
City, Henan Province
People’s
Republic of China 450007
|
Re:
|
Registration
Statement on Form S-1
|
|
|
Registration
for Resale of 1,086,400 Shares of Common
Stock
|
Ladies
and Gentlemen:
We have acted as counsel for ZST
Digital Networks, Inc., a Delaware corporation (the “Company”), in
connection with a registration statement on Form S-1 (File No. 333-164107)
(the “Registration
Statement”) filed with the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “Securities Act”), in
connection with the resale of an aggregate of 1,086,400 shares (the “Shares”) of the
Company’s common stock, $0.0001 par value per share (the “Common Stock”) which
may be sold by the selling stockholders listed in the Registration Statement
from time to time.
The Shares, which are being registered
in the Registration Statement for resale, consist of 1,086,400 shares of Common
Stock that were issued by the Company to the selling stockholders named in the
Registration Statement (the “Selling
Stockholders”). Of the Shares, 950,606 Shares were issued by the Company
to the Selling Stockholders prior to a share exchange that the Company completed
on January 9, 2009 (the "Share Exchange") and 135,794 Shares were issued to such
Selling Stockholders upon their surrender and exchange of warrants that were
also issued by the Company prior to the Share Exchange.
You have requested our opinion as to
the matters set forth below in connection with the Registration
Statement. For purposes of this opinion, we have examined the
Registration Statement, the Company’s Certificate of Incorporation and Bylaws,
each as amended to date, and the corporate action of the Company that provides
for the issuance of the Shares. We have examined and relied upon
certificates of public officials and, as to certain matters of fact that are
material to our opinion, we have also relied on a Fact Certificate from an
officer of the Company.
We have made assumptions that are
customary in opinions of this kind, including the assumptions of the genuineness
of all signatures on original documents, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof, and the due execution and delivery of all
documents where due execution and delivery are prerequisites to the
effectiveness thereof. We have not verified any of those
assumptions.
ZST Digital Networks, Inc.
January 14, 2010
January 14, 2010
Page 2
Our
opinions in this opinion letter are limited to the Delaware General Corporation
Law (the “DGCL”). We are not
licensed to practice law in the State of Delaware and, accordingly, our opinions
as to the DGCL are based solely on a review of the official statutes of the
State of Delaware and the applicable provisions of the Delaware Constitution and
the reported judicial decisions interpreting such statutes and
provisions. We are not opining on, and we assume no responsibility
for, the applicability to or effect on any of the matters covered herein of any
other laws, the laws of any other jurisdiction or the local laws of any
jurisdiction. The foregoing opinions are rendered as of the date of
this letter. We assume no obligation to update or supplement any of
such opinions to reflect any changes of law or fact that may occur.
Based upon and subject to the
foregoing, it is our opinion that the Shares are duly authorized, validly
issued, fully paid and non-assessable.
We are furnishing this opinion letter
to you solely in connection with the Registration Statement. You may
not rely on this opinion letter in any other connection, and it may not be
furnished to or relied upon by any other person for any purpose, without our
specific prior written consent.
We hereby consent to the filing of this
opinion letter as an exhibit to the Registration Statement. In giving
our consent we do not thereby admit that we are experts with respect to any part
of the Registration Statement, the prospectus or any prospectus supplement
within the meaning of the term “expert,” as used in Section 11 of the Securities
Act or the rules and regulations promulgated thereunder by the Commission, nor
do we admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations
thereunder.
Yours
truly,
/s/
K&L Gates LLP
K&L
Gates LLP