Attached files
| file | filename |
|---|---|
| S-1/A - VLOV INC. | v206535_s1a.htm |
| EX-23.3 - VLOV INC. | v206535_ex23-3.htm |
| EX-23.1 - VLOV INC. | v206535_ex23-1.htm |
Exhibit
5.1
LKP Global Law,
LLP
1901
Avenue of the Stars
Suite
480
Los
Angeles, California 90067
Telephone
(424) 239-1890
Facsimile
(424) 239-1882
December
29, 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
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 1,489,656 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 Nevada
laws. 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.
We
consent to the use of this opinion in the registration statement filed with the
Securities and Exchange Commission in connection with the registration of
the Shares and to the reference to our firm under the heading "Legal
Matters" in the registration statement.
|
Very
truly yours,
|
|
|
LKP GLOBAL LAW,
LLP
|
|
|
/s/
LKP Global Law, LLP
|