Attached files
Exhibit 5.1
Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219
Mailing Address Post Office Box 27828 Richmond, VA 23261
T (804) 771.5700 F (804) 771.5777
kaufCAN.com |
_______________, 2010
Dehaier Medical Systems Limited
1223 Epoch Center
No. 31 Zi Zhu Yuan Road
Haidian District
Beijing 100089
Peoples Republic of China
Re: | Dehaier Medical Systems Limited |
Dear Sir:
We have acted as Virginia counsel for Dehaier Medical Systems Limited, a British Virgin Islands corporation (the Company), in connection with the preparation and filing of the Companys registration statement on Form S-1 (Registration No. 333-163041) and all amendments thereto (as amended, the Registration Statement), as originally filed with the Securities and Exchange Commission (the Commission) on November 11, 2009. The Registration Statement relates to the offering (the Offering) of (i) up to 1,650,000 of the Companys common shares, $0.002731 par value per share (the Shares) (including up to 150,000 Shares underlying placement agent warrants issued to the placement agent in connection with the offering (the Placement Agent Warrants), and (ii) up to 150,000 Placement Agent Warrants exercisable to purchase one Share each.
In connection with this opinion, we have examined the Registration Statement and the prospectus contained therein (the Prospectus), the Companys Articles and Memorandum of Association, as amended to date, and the originals, or copies certified to our satisfaction, of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below (collectively, the Documents). We are relying (without any independent investigation thereof) upon an Officers Certificate from an Officer of the Company, certifying to the truth and accuracy of the statements, covenants, representations and warranties set forth in the Documents. In addition, for all purposes of this opinion, as to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers of the Company.
The following opinion is given only as to matters of Virginia law, and we express no opinion with respect to any matters governed by or construed in accordance with the laws of any jurisdiction other than the Commonwealth of Virginia.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Placement Agent Warrants to be issued pursuant to the Placement Agreement in connection with this Offering, when so issued, will be legal, binding obligations of the Company under Virginia law.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption Legal Matters in the Prospectus. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under section 7 of the U.S. Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
Kaufman & Canoles, P.C.