Attached files
| file | filename |
|---|---|
| S-1 - Jintai Mining Group, Inc. | v193269_s1.htm |
| EX-1.2 - Jintai Mining Group, Inc. | v193269_ex1-2.htm |
| EX-3.2 - Jintai Mining Group, Inc. | v193269_ex3-2.htm |
| EX-3.1 - Jintai Mining Group, Inc. | v193269_ex3-1.htm |
| EX-23.1 - Jintai Mining Group, Inc. | v193269_ex23-1.htm |
| EX-10.9 - Jintai Mining Group, Inc. | v193269_ex10-9.htm |
| EX-10.1 - Jintai Mining Group, Inc. | v193269_ex10-1.htm |
| EX-21.1 - Jintai Mining Group, Inc. | v193269_ex21-1.htm |
| EX-10.2 - Jintai Mining Group, Inc. | v193269_ex10-2.htm |
| EX-10.5 - Jintai Mining Group, Inc. | v193269_ex10-5.htm |
| EX-10.3 - Jintai Mining Group, Inc. | v193269_ex10-3.htm |
| EX-10.8 - Jintai Mining Group, Inc. | v193269_ex10-8.htm |
| EX-10.10 - Jintai Mining Group, Inc. | v193269_ex10-10.htm |
| EX-23.3 - Jintai Mining Group, Inc. | v193269_ex23-3.htm |
| EX-10.4 - Jintai Mining Group, Inc. | v193269_ex10-4.htm |
600
Lexington Avenue, 9th
Floor
New York,
NY
10021
(212)
980-5192
August 6,
2010
Jintai
Mining Group, Inc.
No. 48
Qiaodong Road,
Sien
Town, Huanjiang County Hechi City
Guangxi
Province
China
547100
To Whom
It May Concern:
We have
acted as counsel to Jintai Mining Group, Inc. (the "Company"), a Delaware
corporation, in connection with an initial public offering by the Company to the
public of up to 12,300,000 shares of its common stock, par value
$0.0001 per share (the "Common Stock"), pursuant to a Registration
Statement on Form S-1 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission (the "Commission") and the prospectus
contained therein (the "Prospectus").
In
connection with the foregoing, we have examined (i) the Registration Statement,
(ii) the Prospectus, (iii) the Bylaws of the Company; (iv) the Certificate
of Incorporation of the Company; and (v) resolutions of the Board of Directors
of the Company authorizing the offering and issuance of the shares of Common
Stock to be sold by the Company and related matters. We also have
examined originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, certificates and other documents, and
have made such investigations of law as we have deemed necessary or appropriate
as a basis for the opinions expressed below.
As to
questions of fact material to our opinions expressed herein, we have, when
relevant facts were not independently established, relied upon certificates of,
and information received from, the Company and/or representatives of the
Company. We have made no independent investigation of the facts
stated in such certificates or as to any information received from the Company
and/or representatives of the Company and do not opine as to the accuracy of
such factual matters. We also have relied, without investigation,
upon certificates and other documents from public
officials.
In
rendering the following opinions, we have assumed, without investigation, the
authenticity of any document or other instrument submitted to us as an original,
the conformity to the originals of any document or other instrument submitted to
us as a copy, the genuineness of all signatures on such originals or copies, and
the legal capacity of natural persons who executed any such document or
instrument at the time of execution thereof.
Based
upon and subject to the foregoing, and the other qualifications and limitations
contained herein, we are of the opinion that:
The
Common Stock to be issued by the Company pursuant to the Registration Statement
has been duly and validly authorized and, when issued and delivered in
accordance with the plan of distribution set forth in the Registration
Statement, will be validly issued, fully paid and
nonassessable.
Members
of our firm involved in the preparation of this opinion are licensed to practice
law in the State of New York and we do not purport to be experts on, or to
express any opinion herein concerning, the laws of any other jurisdiction other
than the laws of the State of New York, the General Corporation Law of the State
of Delaware, and the federal law of the United States of America. As used
herein, the term "laws of the State of New York" includes the statutory
provisions contained therein, all applicable provisions of the New York
Constitutions, and reported judicial decisions interpreting such
provisions. As used herein, the term "General Corporation Law of the State
of Delaware" refers the statutory provisions of Title 8, Chapter 1 of the
Delaware Code, and reported judicial decisions interpreting such
provisions.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name as it appears 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 Securities Act or the rules and regulations of the Commission
thereunder.
Very
truly yours,
/s/
Gersten Savage
Gersten
Savage LLP