Attached files
| file | filename |
|---|---|
| 8-K/A - TELESTONE TECHNOLOGIES CORP | v204029_8ka.htm |
| EX-1.1 - TELESTONE TECHNOLOGIES CORP | v204029_ex1-1.htm |
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Cadwalader,
Wickersham & Taft LLP
New
York London Charlotte Washington Beijing
2301
China Central Place Tower 2
No.
79 Jianguo Road, Beijing 100025, China
Tel
+86 (10) 6599 7200 Fax +86 (10) 6599 7300
www.cadwalader.com
|
November
24, 2010
Telestone
Technologies Corporation
Floor 10,
China Ruida Plaza,
No. 74
Lugu Road, Shi Jingshan District,
Beijing,
People's Republic of China 10004
Ladies
and Gentlemen:
We have
acted as counsel for Telestone Technologies Corporation, a Delaware corporation
(the “Company”),
in connection with the offering by the Company of 1,675,000 shares of the
Company's common stock, par value $0.001 per share (the “Common Stock”) and up to an
additional 251,250 shares of Common Stock that may be sold pursuant to the
exercise of an over-allotment option (together, the “Shares”), pursuant to a
Registration Statement on Form S-1 (Registration No. 333-165112) (the “Registration
Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus
dated March 17, 2010 (the “Base Prospectus”) and the
prospectus supplement dated November 24, 2010, filed with the Securities and
Exchange Commission (the “Commission”) pursuant to
Rule 424(b) of rules and regulations promulgated under the Securities Act (the
“Prospectus
Supplement”).
(The Base Prospectus and the Prospectus Supplement are collectively
refererd to as the “Prospectus”) The Shares are
to be sold by the Company as described in the Registration Statement and the
Prospectus.
In
rendering the opinion set forth below, we have examined and relied upon the
originals, copies or specimens, certified or otherwise identified to our
satisfaction, of the Registration Statement, as amended to the date hereof, the
Prospectus and the Company Documents (as defined below) and such certificates,
corporate and public records, agreements and instruments and other documents as
we have deemed appropriate as a basis for the opinions expressed below. In such
examination we have assumed the genuineness of all signatures, the authenticity
of all documents, agreements and instruments submitted to us as originals, the
conformity to original documents, agreements and instruments of all documents,
agreements and instruments submitted to us as copies or specimens, the
authenticity of the originals of such documents, agreements and instruments
submitted to us as copies or specimens, the conformity of the text of each
document filed with the Commission through the Commission's Electronic Data
Gathering, Analysis and Retrieval System to the printed document reviewed by us,
and the accuracy of the matters set forth in the documents, agreements and
instruments we reviewed. As to matters of fact relevant to the opinions
expressed herein, we have relied upon certificates and oral or written
statements and other information obtained from the Company. Except as expressly
set forth herein, we have not undertaken any independent investigation
(including, without limitation, conducting any review, search or investigation
of any public files, records or dockets) to determine the existence or absence
of the facts that are material to our opinions, and no inference as to our
knowledge concerning such facts should be drawn from our reliance on the
representations of the Company in connection with the preparation and delivery
of this letter.
Jiannan Zhang Tel +86 (10)
6599 7270 Fax +86 (10) 6599 7300 jiannan.zhang@cwt.com
Cadwalader,
Wickersham & Taft LLP is a registered limited liability partnership
established under the laws of the State of New York. The personal liability of
our partners is limited to the extent provided in such laws. Additional
information is available upon request or at www.cadwalader.com. A list of our
partners, who are Solicitors or Registered Foreign Lawyers in England and Wales,
is available for inspection at the above address. Regulated by the Solicitors
Regulation Authority.
In
particular, we have examined and relied upon:
|
1
|
Certificate
of Incorporation of the Company, as amended to the date
hereof;
|
|
2
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By-Laws
of the Company, as amended to the date
hereof;
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3
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Certain
resolutions adopted by the board of directors of the Company relating to
the registration of the Shares and related matters;
and
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|
4
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Such
other documents as we have considered appropriate for the purposes of this
opinion.
|
Items 1
to 4 above are referred to in this letter as the “Company Documents”.
We have
also assumed (x) the legal capacity of all natural persons and (y) (except to
the extent expressly opined on herein and with respect to parties other than the
Company) that all documents, agreements and instruments have been duly
authorized, executed and delivered by all parties thereto, that all such parties
are validly existing and in good standing under the laws of their respective
jurisdictions of organization, that all such parties had the power and legal
right to execute and deliver all such documents, agreements and instruments, and
that such documents, agreements and instruments are legal, valid and binding
obligations of such parties, enforceable against such parties in accordance with
their respective terms. With respect to our opinion as to the Shares, we have
assumed that, at the time of issuance and sale, a sufficient number of shares of
Common Stock is authorized and available for issuance and that the consideration
for the issuance and sale of the Common Stock is in an amount that is not less
than the par value of the Common Stock.
The
opinion expressed herein is limited to the federal laws of the United States,
the General Corporation Law of the State of Delaware, including the applicable
provisions of the Delaware Constitution and the reported judicial decisions
interpreting such law, in each case as currently in effect, and we express no
opinion as to the effect of the laws of any other jurisdiction. While we are not
licensed to practice law in the State of Delaware, we have reviewed applicable
provisions of the Delaware General Corporation Law as we have deemed appropriate
in connection with the opinions expressed herein.
Based
upon the foregoing and subject to the limitations, qualifications and
assumptions set forth herein, we are of the opinion that the Shares, when issued
and sold as contemplated in the Registration Statement and the Prospectus, will
be duly authorized, validly issued, fully paid and
nonassessable.
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2
We hereby
consent to the filing of this letter as an exhibit to the Registration Statement
and to the reference to this firm under the caption “Legal Matters” in the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act. This opinion is expressed as of the date above unless otherwise
expressly stated, and we disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent
changes in applicable laws after that date.
Very
truly yours,
Cadwalader,
Wickersham & Taft LLP
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3