Attached files
| file | filename |
|---|---|
| EX-1.1 - Longhai Steel Inc. | v205350_ex1-1.htm |
| EX-4.6 - Longhai Steel Inc. | v205350_ex4-6.htm |
| EX-4.1 - Longhai Steel Inc. | v205350_ex4-1.htm |
| EX-23.1 - Longhai Steel Inc. | v205350_ex23-1.htm |
| EX-99.1 - Longhai Steel Inc. | v205350_ex99-1.htm |
| EX-10.17 - Longhai Steel Inc. | v205350_ex10-17.htm |
| S-1/A - Longhai Steel Inc. | v205350_s1a.htm |
December
17, 2010
Longhai
Steel Inc.
No. 1
Jingguang Road, Neiqiu County
Xingtai
City, Hebei Province, China 054000
Re: Longhai
Steel Inc./Registration Statement on Form S-1
Ladies
and Gentlemen:
We have
acted as special Nevada counsel to Longhai Steel Inc., a Nevada corporation (the
“Company”), in connection with its filing with the Securities and Exchange
Commission (the “Commission”) of a registration statement on Form S-1 (File No.
333-168226) (the “Registration Statement”) for the purpose of registering with
the Commission under the Securities Act of 1933, as amended (the “Securities
Act”) for sale by the Company of (i) 2,875,000 shares of its common stock, par
value $0.001 per share (the “Common Stock”), (ii) 1,437,500 warrants to purchase
an equal number of shares of Common Stock (the “Warrants”), and (iii) 1,437,500
shares of Common Stock to be issued upon exercise of the
Warrants. The Common Stock and Warrants are to be sold in units (the
“Units”), each Unit consisting of two shares of Common Stock and one
Warrant. The Common Stock to be sold as a part of the Units is
referred to herein as the “Shares” and the Common Stock to be issued upon
exercise of the Warrants is referred to herein as the “Warrant
Shares.” The Units, Shares, Warrants and Warrant Shares are referred
to herein collectively as the “Securities.”
In
connection with this opinion, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of: (i) the Registration Statement;
(ii) the Articles of Incorporation of the Company, as filed with the
Registration Statement; (iii) the Bylaws of the Company, as filed with the
Registration Statement; (iv) the Warrant Agreement setting forth the terms of
the Warrants and including a specimen form of Warrant, as filed with the
Registration Statement; (v) a specimen certificate representing the Common
Stock, as filed with the Registration Statement; (vi) a specimen certificate
representing the Units, as filed with the Registration Statement; (vii) the
Underwriting Agreement, as filed with the Registration Statement; and (viii)
certain resolutions of the Board of Directors of the Company relating to the
issuance of the Securities, the registration of the Securities under the
Securities Act, and such other matters as relevant. We also have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such records of the Company and such agreements, certificates of public
officials, certificates of officers or other representatives of the Company and
others, and such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinions set forth
herein. As to any facts material to the opinions expressed herein
that we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Company in the documents identified or otherwise, and of public
officials.
Phoenix ● Tucson ● Las
Vegas ● Reno ● Albuquerque ● Silicon
Valley
www.lewisandroca.com
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December
17, 2010
Page
2
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In our examination we have assumed the
legal capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of all documents submitted to us as facsimile, electronic,
certified or photostatic copies. We have relied upon the accuracy and
completeness of the information, factual matters, representations, and
warranties contained in such documents. In our examination of
documents, we have assumed that the parties thereto, other than the Company, had
the power, corporate or other, to enter into and perform all obligations
thereunder, and have also assumed the due authorization by all requisite action,
corporate or other, the execution and delivery by all parties of the documents,
the validity and binding effect thereof on such parties, and that the terms of
each of the Warrant Agreement and the Underwriting Agreement will be the valid
and binding obligations of all parties thereto.
In
rendering the opinions set forth below, we have also assumed that, at or prior
to the time of issuance and delivery of any of the Securities, the Registration
Statement will have become effective under the Securities Act, the Units, Shares
and Warrant Shares will have been registered by the transfer agent and registrar
of such Securities, and the Warrants will have been registered by the warrant
agent. We have also assumed that the Units, Shares and Warrants will
be issued in accordance with the terms of the Underwriting Agreement, the
Warrants will be issued in accordance with the terms of the Warrant Agreement,
and the Warrant Shares will be issued upon exercise of the Warrants in
accordance with the terms of the Warrant Agreement.
The
opinions set forth below are also subject to the further qualification that the
enforcement of any agreements or instruments referenced herein and to which the
Company is a party may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting creditors’ rights
generally and by general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).
Based upon and subject to the
foregoing, we are of the opinion that: (i) the issuance of the Units, Shares,
Warrants, and Warrant Shares is duly authorized; (ii) upon issuance of the Units
in accordance with the terms of the Underwriting Agreement, and issuance and
delivery of certificates (or book entry notation if not certificated)
representing such Units against payment therefore, the Units will be valid and
binding obligations of the Company representing the right to two shares of
Common Stock and one Warrant; (iii) upon issuance of the Warrants in accordance
with the terms of the Units, and issuance and delivery of certificates (or book
entry notation if not certificated) representing such Warrants against payment
therefore, the Warrants will be valid and binding obligations of the Company to
issue the Warrant Shares; and (iv) upon issuance of the Shares in accordance
with the terms of the Units and the Warrant Shares in accordance with the terms
of the Warrants, and issuance and delivery of certificates (or book entry
notation if not certificated) representing such Shares and Warrant Shares
against payment therefore, the Shares and Warrant Shares will be validly issued,
fully paid and nonassessable.
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December
17, 2010
Page
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We
disclaim any undertaking to advise you of any changes in the facts stated or
assumed herein or any changes in applicable law that may come to our attention
subsequent to the date the Registration Statement is declared
effective.
While
certain members of this firm are admitted to practice in certain jurisdictions
other than Nevada, in rendering the foregoing opinions we have not examined the
laws of any jurisdiction other than Nevada. Accordingly, the opinions we express
herein are limited to matters involving the laws of the State of Nevada
(excluding securities laws). We express no opinion regarding the
effect of the laws of any other jurisdiction or state, including any federal
securities laws related to the issuance and sale of the Securities.
We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement, and we consent to the
reference of our name under the caption “Legal Matters” in the Prospectus
forming a part of the Registration Statement. In giving the foregoing 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 or the rules and regulations of
the Commission thereunder.
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Very truly
yours,
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/s/ Lewis and Roca
LLP
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LEWIS AND ROCA
LLP
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