Attached files
| file | filename |
|---|---|
| S-1/A - AMENDED REGISTRATION STATEMENT - SOKO FITNESS & SPA GROUP, INC. | fs1a6_soko.htm |
| EX-23.1 - CONSENT OF BAGELL, JOSEPHS, LEVINE & COMPANY, LLC - SOKO FITNESS & SPA GROUP, INC. | fs1a6ex23i_soko.htm |
| EX-21.1 - LIST OF SUBSIDIARIES - SOKO FITNESS & SPA GROUP, INC. | fs1a6ex21i_soko.htm |
| EX-14.1 - CODE OF ETHICAL CONDUCT - SOKO FITNESS & SPA GROUP, INC. | fs1a6ex14i_soko.htm |
EXHIBIT
5.1
February
1, 2010
Soko
Fitness & Spa Group, Inc.
No.194,Guogeli
Street, Harbin,
Heilongjiang
Province, China 150001
Ladies
and Gentlemen:
Reference
is made to the Registration Statement on Form S-1 (the “Registration
Statement”), under the Securities Act of 1933, as amended (the “Securities Act”)
filed by Soko Fitness & Spa Group, Inc., a Delaware corporation (the
“Company”) . Such Registration Statement relates to the registration for resale
by the selling stockholders listed in the prospectus included in the
Registration Statement (“Selling Stockholders “) of up to 4,200,000 shares of
common stock, par value $0.001 per share, of the Company (the “Common Stock”),
which consists of up to 2,200,000 issued and outstanding shares of Common
Stock (the “Shares”) and 2,000,000 shares of Common Stock (the
“Warrant Shares”) issuable upon the
exercise of outstanding warrants held by certain of the
Selling Stockholders (the “Warrants”).
This opinion letter is furnished to you at your request to enable you to fulfill
the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. §
229.601(b)(5), in connection with the Registration Statement.
We have
examined such documents and considered such legal matters as we have deemed
necessary and relevant as the basis for the opinion set forth below. With
respect to such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as reproduced or
certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.
Based
upon and subject to the foregoing, we are of the opinion that (i) the Warrant
Shares have been duly and validly authorized for issuance, and upon receipt of
the warrant exercise price in accordance with the terms of the Warrants, and
when certificates for the same have been duly executed and countersigned and
delivered, the Warrant Shares will be duly and validly issued, fully paid and
non-assessable; and (ii) the Shares have been duly authorized, validly issued,
fully paid and non-assessable.
We are
opining solely on all applicable statutory provisions of Delaware corporate law,
including the rules and regulations underlying those provisions, all applicable
provisions of the Delaware Constitution and all applicable judicial and
regulatory determinations in connection therewith. Our opinion is based on these
laws as in effect on the date hereof. We express no opinion as to whether the
laws of any jurisdiction are applicable to the subject matter hereof. We are not
rendering any opinion as to compliance with any federal or state law, rule or
regulation relating to securities, or to the sale or issuance
thereof.
We
hereby consent to the use of this opinion as an exhibit to the Registration
Statement, to the use of our name as your counsel and to all references made to
us in the Registration Statement and in the Prospectus forming a part thereof.
In giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act, or the rules and
regulations promulgated thereunder. This opinion is given as of the effective
date of the Registration Statement, and we are under no duty to update the
opinions contained herein.
Very
truly yours,
/s/ Ellenoff Grossman &
Schole LLP
Ellenoff
Grossman & Schole LLP