Attached files
file | filename |
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S-1/A - Asia Cork Inc. | v208842_s1a.htm |
EX-23.1 - Asia Cork Inc. | v208842_ex23-1.htm |
Exhibit
5.1 – Opinion Letter
McLaughlin
& Stern, llp
260
Madison Avenue
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New
York, New York 10016
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Steven
W. Schuster
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(212)
448–1100
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Millbrook Office
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Partner
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Fax (212)
448–0066
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Franklin
Avenue
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Direct
Phone: (212) 448–6216
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P.O.
Box 1369
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Direct
Fax: (800) 203-1556
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Millbrook,
New York 12545
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E–Mail:
sschuster@mclaughlinstern.com
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(845)
677–5700
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Fax
(845) 677–0097
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January
25, 2011
U.S.
Securities and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
Re:
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Asia Cork Inc. (the
“Company”)
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Gentlemen:
Reference
is made to the registration statement (the “Registration Statement”) on Form
S-1, registration number 333-164893, filed with the Securities and Exchange
Commission by the Company.
We hereby
advise you that we have examined originals or copies certified to our
satisfaction of (i) the Amended and Restated Certificate of Incorporation, the
Certificate of Designation and the By-Laws of the Company, (ii) minutes of the
meetings of the Board of Directors and Shareholders of the Company and (iii) all
relevant agreements, documents and instruments executed by the Company in
connection with the offering of the securities described in the Registration
Statement. The opinions expressed below are limited to (i) the
corporate laws of the State of Delaware and,(ii) with respect to the warrants
described below, the corporate laws of the State of New York.
Based on
the foregoing, we are of the opinion that:
1.
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The Company has been duly
incorporated and is validly existing and in good standing under the laws
of the State of Delaware.
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2.
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The 1,250,000 units (the
“Units”) issuable in connection with the offering
contemplated by the Registration Statement (the “Offering”)
will be duly and validly authorized and issued and nonassessable upon
their issuance.
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3.
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The 1,250,000 shares of common
stock included in the Units will be duly and validly authorized and issued
and nonassessable upon their
issuance.
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4.
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The 1,250,000 warrants (the
“Warrants”) included in the Units will be duly and validly authorized and
issued upon their issuance and will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance
with their terms.
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5.
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The 1,250,000 shares of common
stock issuable upon exercise of the Warrants will be duly and validly
authorized and issued and nonassessable upon their
issuance.
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6.
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The
125,000 warrants issuable to the underwriter (the “Underwriter’s
Warrants”) to purchase Units in connection with the Offering will be duly
and validly authorized and issued upon their issuance and will constitute
valid and binding obligations of the Company, enforceable against the
Company in accordance with their
terms.
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7.
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The
125,000 Units issuable to the underwriter upon exercise of the
Underwriter’s Warrants (the “Underwriter Units”) will be duly and validly
authorized and issued upon their
issuance.
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8.
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The 125,000 shares of common
stock included in the Underwriter’s Units will be duly and validly
authorized and issued and nonassessable upon their
issuance.
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9.
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The
125,000 warrants included in the Underwriter’s Units will be duly and
validly authorized and issued upon their issuance and will constitute
valid and binding obligations of the Company, enforceable against the
Company in accordance with their
terms.
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10.
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The
125,000_ shares of common stock issuable to the underwriter upon exercise
of the warrants included in the Underwriter Units will be duly and validly
authorized and issued upon their
issuance.
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11.
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The 3,261,667 shares of common
stock issuable upon conversion of the promissory notes by the selling
stockholders will be duly and validly authorized and issued and
nonassessable upon their
issuance.
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12.
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The 1,666,667 shares of common
stock issuable upon exercise of the warrants by the selling stockholders
will be duly and validly authorized and issued and nonassessable upon
their issuance.
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13.
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The 250,000 shares of common
stock issuable to a selling stockholder are duly and validly
authorized and issued and nonassessable upon their
issuance.
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We hereby
consent to the reference to our firm under the caption “Legal Matters” in the
prospectus forming a part of such Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.
Very
truly yours,
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MCLAUGHLIN
& STERN, LLP
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By:
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/s/
Steven W. Schuster
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Steven
W. Schuster, Partner
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