Attached files

file filename
S-1/A - WONDER INTERNATIONAL EDUCATION & INVESTMENT GROUP Corpwonders-1a2clean040110.htm
EX-23.2 - WONDER INTERNATIONAL EDUCATION & INVESTMENT GROUP Corpwonders1a2ex232.htm
EX-99.1 - WONDER INTERNATIONAL EDUCATION & INVESTMENT GROUP Corpwonders1a2ex991shareholderli.htm

 

Exhibit 5.1 (Amended)

 

Dieterich & Mazarei

11300 West Olympic Boulevard, Suite 800

Los Angeles, California 90064

 

 

April 1, 2010

 

Wonder International Education & Investment Group Corporation

8040 E. Morgan Trial #18

Scottsdale, AZ 85258

 

Gentlemen:

 

I refer to the Registration Statement on Form S-1/A2, the “Registration Statement” filed by Wonder International Education & Investment Group Corporation, an Arizona corporation (the “Company”), with the United States Securities and Exchange Commission under the Securities Act of 1933, relating to the offer, by the selling shareholders listed therein and the Company, of 4,767,612 shares of common stock, $0.001 par value per share (the “Stock”).

 

As counsel to the Company, I have examined such corporate records, documents and questions of law as I have deemed necessary or appropriate for the purposes of this opinion, including a review of applicable federal law.  In these examinations, I have assumed the genuineness of signatures and the conformity to the originals of the documents supplied to me as copies.  As to various questions of fact material to this opinion, I have relied upon statements and certificates of officers and representatives of the Company.

 

Based upon of this examination, I am of the opinion that under Arizona law, including the statutory provisions, all applicable provisions of the Arizona constitution and reported judicial decisions interpreting those laws, the 4,767,612 shares of stock offered by the selling shareholders have been validly authorized, and will be legally issued, fully paid, and non-assessable upon declaration of the effectiveness of the Company’s Registration Statement on Form S-1. If any of the 4,767,612 shares are transferred or sold in accordance with the terms of the prospectus, they would continue to be legally issued, fully paid, non-assessable shares of the Company.

 

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and with such state regulatory agencies in states that may require filings in connection with the registration of the Stock for an offer and sale in those states.

 

Respectfully,

 

/s/ Christopher Dieterich

Christopher H. Dieterich,

for Dieterich & Mazarei