Attached files
| file | filename |
|---|---|
| S-1/A - China VantagePoint Acquisition Co | v211542_s1a.htm |
| EX-4.5 - China VantagePoint Acquisition Co | v211542_ex4-5.htm |
| EX-5.1 - China VantagePoint Acquisition Co | v211542_ex5-1.htm |
| EX-1.1 - China VantagePoint Acquisition Co | v211542_ex1-1.htm |
| EX-23.1 - China VantagePoint Acquisition Co | v211542_ex23-1.htm |
| EX-10.4 - China VantagePoint Acquisition Co | v211542_ex10-4.htm |
| EX-10.9 - China VantagePoint Acquisition Co | v211542_ex10-9.htm |
| EX-10.10 - China VantagePoint Acquisition Co | v211542_ex10-10.htm |
February
16, 2011
China
VantagePoint Acquisition Company
465
Brickell Avenue, #617
Miami,
Florida 33131
Re: China
VantagePoint Acquisition Company
Ladies
and Gentlemen:
Reference
is made to the Registration Statement on Form S-1 (the “Registration Statement”)
filed with the Securities and Exchange Commission by China VantagePoint
Acquisition Company, a Cayman Islands company (the “Company”), under the
Securities Act of 1933, as amended (the “Act”), covering an underwritten public
offering of (i) 2,500,000 Units, with each Unit consisting of one subunit
(“Subunit”) and one-half of a warrant, with each Subunit consisting of one of
the Company’s ordinary shares, par value $.001 per share (the “Ordinary
Shares”), and one-half of a warrant, each full warrant to purchase one Ordinary
Share (the “Warrants”), (ii) up to 375,000 Units (the “Over-Allotment Units”)
for which the underwriter has been granted an over-allotment option, (iii) an
option (“Unit Purchase Option”) to purchase up to 175,000 units granted to
EarlyBirdCapital, Inc., the underwriter, (iv) up to 175,000 units ("Purchase
Option Units") underlying the Unit Purchase Option which EarlyBirdCapital, Inc.
will have the right to purchase for its own account or that of its designees,
(iv) all Subunits, Ordinary Shares and all Warrants issued as part of the Units,
Over-Allotment Units and the Purchase Option Units, (v) 2,642,856 Warrants (the
“Warrant Offering Warrants”), and (vi) all Ordinary Shares issuable upon
exercise of the Warrants included in the Units, Subunits, Over-Allotment Units,
the Purchase Option Units and the Warrant Offering Warrants.
We have
examined such documents and considered such legal matters as we have deemed
necessary and relevant as the basis for the opinion set forth below. With
respect to such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as reproduced or
certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers of the Company. Because the agreement governing the Warrants
(the “Warrant Agreement”), the Warrants, the Units, the Unit Purchase Option and
the Purchase Option Units contain provisions stating that they are to be
governed by the laws of the State of New York, we are rendering this opinion as
to New York law. We are admitted to practice in the State of New
York, and we express no opinion as to any matters governed by any law other than
the law of the State of New York. In particular, we do not purport to
pass on any matter governed by the laws of the Cayman Islands.
Based
upon the foregoing, we are of the opinion that each of the Warrants (including
the Warrants issuable in connection with the Over-Allotment Units and the
Purchase Option Units), the Units, the Subunits, the Over-Allotment Units, the
Unit Purchase Option, the Purchase Option Units and the Warrant Offering
Warrants, if and when (i) paid for in accordance with the terms of the
underwriting agreement between the Company and the representative of the
underwriters (the “Underwriting Agreement”) and (ii) issued in accordance with
the terms of the Underwriting Agreement, Units, Subunits, Over-allotment Units,
Unit Purchase Option, Purchase Option Units and Warrant Offering Warrants, as
applicable, will constitute the valid and legally binding obligation of the
Company, enforceable against it in accordance with its terms.
In
addition, the foregoing opinions are qualified to the extent that (a)
enforceability may be limited by and be subject to general principles of equity,
regardless of whether such enforceability is considered in a proceeding in
equity or at law (including, without limitation, concepts of notice and
materiality), and by bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors’ and debtors’ rights generally
(including, without limitation, any state or federal law in respect of
fraudulent transfers); and (b) no opinion is expressed herein as to compliance
with or the effect of federal or state securities or blue sky laws.
We hereby
consent to the use of this opinion as an exhibit to the Registration Statement,
to the use of our name as your U.S. counsel and to all references made to us in
the Registration Statement and in the prospectus forming a part thereof. In
giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act, or the rules and
regulations promulgated thereunder.
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Very
truly yours,
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/s/
Loeb & Loeb LLP
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Loeb
& Loeb LLP
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