Attached files
| file | filename |
|---|---|
| S-1/A - PERPETUAL TECHNOLOGIES, INC. | v207555_s1a.htm |
| EX-23.2 - PERPETUAL TECHNOLOGIES, INC. | v207555_ex23-2.htm |
| EX-23.3 - PERPETUAL TECHNOLOGIES, INC. | v207555_ex23-3.htm |
GUZOV
OFSINK, LLC
600
Madison Avenue
New
York, New York 10022
January
7,
2010
China SLP
Filtration Technology, Inc.
Shishan
Industrial Park
Nanhai
District
Foshan
City
Guangdong
Province, PRC
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Re:
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Registration
Statement on Form S-1 (File No: 333-168028)
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Sale of up to 4,166,667 shares and resale of
378,877 shares
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Ladies
and Gentlemen:
We have
acted as counsel for China SLP Filtration Technology, Inc., a Delaware
corporation (the “Company”), in
connection with the preparation and filing of a registration
statement on Form S-1 (File No. 333-168028) (the “Registration
Statement”) filed with the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “Securities Act”), in
connection (i) with the offering by the Company of up to 4,166,667 shares (the “Firm Shares”) of the
Company’s Common Stock, par value $.001 per share (the “Common Stock”),
together with an additional 625,000 shares of Common Stock, if and to the extent
that the underwriter exercises an over-allotment option granted to the
underwriter (the “Option Shares”) and
(ii) the resale of an aggregate of 378,877 shares of Common Stock
(the “Resale
Shares”) which may be sold by the selling stockholders listed in the
Registration Statement from time to time.
For
purposes of this opinion, we have examined the Registration Statement, the
certificate of incorporation and by laws of the Company, as amended and as
currently in effect, and resolutions adopted by the Board of Directors of the
Company, and such other documents and records as we have deemed necessary for
the purpose of this opinion. We have also made such other
investigation as we have deemed appropriate.
Based on
the forgoing, we are of the opinion that (A) the Resale Shares have been duly
authorized, are validly issued and fully paid and non-assessable and (B) that
the Firm Shares, and to the extent that underwriter exercises its over-allotment
option, the Option Shares, will be duly authorized, validly issued fully paid
and non-assessable. The opinion set forth in clause B of the previous
sentence is subject to the following events:
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(i)
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the
effectiveness of the Registration
Statement;
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(ii)
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the
offering and sale of the Firm Shares, and to the extent the underwriter
exercises the over-allotment option, the Option Shares, as contemplated by
the Registration Statement;
and
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(iii)
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receipt
by the Company of the consideration for the Firm Shares, and to the extent
that the underwriter exercises the over-allotment option, the Option
Shares, as contemplated by the Registration
Statement.
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We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the related Prospectus and Resale Prospectus. 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 Securities Act or the rules and regulations
thereunder.
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Very
truly yours,
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/s/ Guzov Ofsink, LLC
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GUZOV
OFSINK, LLC
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