Attached files
| file | filename |
|---|---|
| S-1/A - Zhong Wen International Holding Co., Ltd. | v194858_s1a.htm |
| EX-3.1 - Zhong Wen International Holding Co., Ltd. | v194858_ex3-1.htm |
| EX-3.2 - Zhong Wen International Holding Co., Ltd. | v194858_ex3-2.htm |
| EX-23.1 - Zhong Wen International Holding Co., Ltd. | v194858_ex23-1.htm |
| EX-3.1A - Zhong Wen International Holding Co., Ltd. | v194858_ex3-1a.htm |
| EX-10.1 - Zhong Wen International Holding Co., Ltd. | v194858_ex10-1.htm |
The
Law Office of Stephen E. Rounds
1544
York Street, Suite 110
Denver,
Colorado 80206
Tel.
303.377.6997 Fax 303.377.0231
sercounsel@msn.com
August 4,
2010
Board of
Directors
Zhong Wen
International Holding Co., Ltd.
Room
1101, 11/F
Shun
Kwong Commercial Building
No. 8 Des
Vouex Road West
Hong
Kong
|
Re:
|
Legal
Opinion
|
|
Pre-Effective
Amendment No. 1
Form
S-1 - Registration No. 333-167663
|
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Gentlemen:
I am
securities counsel to Zhong Wen International Holding Co., Ltd., (the
“ Company ”), a
Delaware. This opinion is delivered in connection with the above
captioned amendment to the Registration Statement on Form S-1 filed by the
Company with the Securities and Exchange Commission (the “ Registration
Statement ”), relating to the registration, for re-sale, under the
Securities Act of 1933, as amended (the “ Securities Act ”), of
up to 578,800 shares of Company’s common stock, par value $.001 per share (the “
Shares ”), held
by shareholders of the Company (also referred to in the Registration Statement
as the “ Selling
Shareholders”) named in the amendment to the Registration
Statement.
In this
regard, I have examined the amendment to the Registration Statement and the
originals, or duplicates or certified or conformed copies, of such corporate and
other records (including the Company’s Certificate of Incorporation and
amendment thereto), agreements, documents and other instruments, and have made
such other investigations I deemed relevant and necessary in respect of the
authorization and issuance of the Shares, and such other matters as I deemed
appropriate.
In
rendering the opinion set forth below, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents.
Based
upon the foregoing, and subject to the limitations, qualifications, exceptions
and assumptions expressed herein, I am of the opinion that the Shares have been
duly authorized and validly issued, and are fully paid and
non-assessable. This opinion is given as of the date hereof, and I
have no obligation to update this opinion to take into account any change in
applicable law or facts that may occur after the date hereof.
I
hereby consent to be named in the Registration Statement and in the Prospectus
constituting a part thereof, as amended from time to time, and to the filing of
this opinion as an Exhibit to Pre-Effective Amendment No. 1 to the
Registration Statement. In giving this consent, I do not thereby admit
that I am in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules of the Securities and
Exchange Commission.
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Yours
Sincerely,
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/s/
Stephen E. Rounds
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