Attached files
file | filename |
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S-1/A - VLOV INC. | v195194_s1a.htm |
EX-23.1 - VLOV INC. | v195194_ex23-1.htm |
EX-23.3 - VLOV INC. | v195194_ex23-3.htm |
EX-10.12 - VLOV INC. | v195194_ex10-12.htm |
Exhibit
5.1
RICHARDSON & PATEL
LLP
10900
Wilshire Boulevard
Suite
500
Los
Angeles, California 90024
Telephone
(310) 208-1183
Facsimile
(310) 208-1154
August
27, 2010
VLOV,
Inc.
11/F.,
Xiamen Guanyin Shan International Commercial Operation Centre, A3-2
124
Hubin Bei
road, Siming District, Xiamen
Fujian
Province, People’s Republic of China
Re:
|
VLOV,
INC.
|
||
Registration
Statement on Form
S-1/A
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Ladies
and Gentlemen:
We
have acted as counsel for VLOV, Inc., a Nevada corporation (the “Company”), in
connection with the registration with the Securities and Exchange Commission on
Form S-1/A of 5,123,391 shares of the Company’s common stock, $0.00001 par value
per share (the “Shares”), including 1,582,050 Shares issuable upon conversion of
Series A Convertible Preferred Stock, and 1,716,877 Shares issuable upon
exercise of common stock purchase warrants (the “Warrants”).
In
connection with this registration, we have reviewed the proceedings of the Board
of Directors of the Company relating to the registration and the issuance (or
the proposed issuance) of the Shares, the Warrants, the Articles of
Incorporation of the Company and all amendments thereto, the Bylaws of the
Company and all amendments thereto, and such other documents and matters as we
have deemed necessary to render the following opinion.
This
opinion is limited solely to the federal laws of the United States and the
Nevada Revised Statutes. Our opinion is based on these laws as in effect on the
date hereof.
Based
upon that review, it is our opinion that the Shares (including the Shares that
may be issued upon conversion of the Series A Convertible Preferred Stock and
exercise of the Warrants) are legally issued, fully paid, and
nonassessable.
We
do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the
Shares.
Very
truly yours,
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RICHARDSON & PATEL
LLP
|
/s/
Richardson & Patel
LLP
|