Attached files
| file | filename |
|---|---|
| 8-K - Kandi Technologies Group, Inc. | v206289_8k.htm |
K&L
Gates LLP
599
Lexington Avenue
New York,
New York 10022
(212)
536-3900
December
22, 2010
Kandi
Technologies, Corp.
Jinhua
City Industrial Zone
Jinhua,
Zhejiang Province
People’s
Republic of China
Post Code
321016
Ladies
and Gentlemen:
We have
acted as your counsel in connection with the Registration Statement on Form S-3
(File No. 333-163222) (the “Registration Statement”) filed with the Securities
and Exchange Commission under the Securities Act of 1933 (the “1933 Act”) for
the registration of (a) 3,027,272 shares (the “Shares”) of common stock, par
value $0.001 per
share (“Common Stock”) and (b) warrants (the “Warrants”) exercisable to purchase
1,210,912 shares of Common Stock (the “Warrant Shares”), of Kandi Technologies,
Corp., a Delaware corporation.
You have
requested our opinion as to the matters set forth below in connection with the
Registration Statement. For purposes of rendering that opinion, we
have examined the Registration Statement, the Company’s Certificate of
Incorporation, as amended, and Bylaws, and the corporate action of the Company
that provides for the issuance of the Shares and the Warrants, and we have made
such other investigation as we have deemed appropriate. We have
examined and relied upon certificates of public officials and, as to certain
matters of fact that are material to our opinion, we have also relied on a
certificate of an officer of the Company.
In
rendering our opinion, we also have made the assumptions that are customary in
opinion letters of this kind. We have not verified any of those
assumptions.
Our
opinion set forth below is limited to the Delaware General Corporation Law,
including the applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting those laws.
Based
upon and subject to the foregoing, it is our opinion that the Shares, Warrants
and Warrant Shares are duly authorized for issuance by the Company and, when
issued and paid for as described in the Prospectus included in the Registration
Statement, will be validly issued, fully paid, and nonassessable.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving our consent we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the 1933
Act or the rules and regulations thereunder.
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Yours
truly,
/s/
K&L Gates LLP
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