Attached files
| file | filename |
|---|---|
| EX-1.1 - Longhai Steel Inc. | v205350_ex1-1.htm |
| EX-5.1 - Longhai Steel Inc. | v205350_ex5-1.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-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
Re: Longhai
Steel Inc./Registration Statement on Form S-1
Ladies
and Gentlemen:
We have
acted as special counsel of People’s Republic of China (“PRC”, which solely for
the purpose of this opinion, excludes the Hong Kong Special Administrative
Region, Macao Special Administrative Region and Taiwan) 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.
As
described in the Registration Statement, the PRC subsidiary of the Company,
namely Xingtai Kalington Consulting Service Co., Ltd. (“PRC Subsidiary”) on the
one hand, entered into a set of contractual arrangements (collectively the “VIE
Agreements”) with Xingtai Longhai Wire Co., Ltd.(“VIE Entity”),
a limited liability company incorporated under the laws of PRC, and
its three record owners who own 100% of the VIE Entity, collectively (“VIE
Entity Owners”) on the other hand, on March 19 2010. The Company
through the PRC Subsidiary will manage and operate the VIE Entity and collect
all economic benefits from operation of the VIE Entity.
Also as
described in the Registration Statement, on March 18, 2010, prior to the reverse
acquisition transaction, Mr. Chaojun Wang, the chief executive officer of the
Company entered into a call option agreement, the Merry Success Option
Agreement, with Jinhai Guo, the sole shareholder of Merry Success Limited,
pursuant to which, Mr. Wang has the right to acquire up to 100% or the shares of
Merry Success Limited for fixed consideration within the next three
years.
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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 Certificate of Approval of the PRC Subsidiary; (iii) the Business
Licenses of the PRC Subsidiary and the VIE Entity; (iv) the Articles of
Incorporation of the PRC Subsidiary and the VIE Entity; (v) the Bylaws of the
PRC Subsidiary and the VIE Entity; (vi) the VIE Agreements, as filed with the
Registration Statement; and (vii) certain resolutions of the VIE Entity Owners
relating to the execution of the VIE Agreements 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 PRC Subsidiary and the
VIE Entity, and such agreements, certificates of officers or other
representatives of the PRC Subsidiary, the VIE Entity 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 PRC Subsidiary and the VIE Entity in
the documents identified or otherwise, and of public officials.
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.
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
PRC Subsidiary or the VIE Entity 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) Each of the PRC Subsidiary, the VIE
Entity and the VIE Entity Owners is duly incorporated, duly organized, validly
existing and in good standing under the laws of PRC and has
sufficient legal capacity, or a nature person with full civil
capacity, to enter into and perform the transactions contemplated by
VIE Agreements; (ii) each of the PRC Subsidiary, the VIE Entity and the VIE
Entity Owners obtains all authorization, approval and consent regarding the
execution, delivery and performance of VIE Agreement; (iii) the execution,
delivery and performance of the VIE Agreement will not violate any provision of
(a) applicable PRC Law, or (b) the relevant articles of association, business
license and other constitutional documents of the PRC Subsidiary and the VIE
Entity; (iv) all equity of the VIE Entity owned by VIE Entity Owners
were pledged to the PRC Subsidiary pursuant to VIE Agreements and such equity
pledge have been filed and recorded with competent PRC Administration of
Industry and Commerce; (v) the VIE Agreements are valid, binding and enforceable
in accordance with their terms under PRC Law;(vi) Mr. Chaojun Wang has not been
qualified to exercise his option under the Merry Success Option Agreement to
date, and Mr. Chaojun Wang has not acquired any share of Merry Success Limited;
and (vii) each of the VIE Entity Owner is not subject to SAFE’s registration and
approval under “The circular of the State Administration of foreign exchange
concerning relevant issues on the foreign exchange administration of raising
funds through Overseas Special Purpose Vehicles and investing back in China by
domestic residents" (“Notice 75”) since none of the VIE Entity Owners directly
or indirectly owns any share of the Company.
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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 the PRC, in rendering the foregoing opinions we have not examined the
laws of any jurisdiction other than the PRC. Accordingly, the opinions we
express herein are limited to matters involving the laws of the
PRC. We express no opinion regarding the effect of the laws of any
other jurisdiction.
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.
Sincerely
yours,
AllBright
Law Offices
Steve
Zhu
Attorney
at Law/Senior Partner
Direct
line: (021)-61059116
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