Attached files
| file | filename |
|---|---|
| S-1MEF - China VantagePoint Acquisition Co | v212059_s1-mef.htm |
| EX-5.1 - China VantagePoint Acquisition Co | v212059_ex5-1.htm |
| EX-23.1 - China VantagePoint Acquisition Co | v212059_ex23-1.htm |
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Giovanni
Caruso
Partner
345
Park Avenue
New
York, NY 10154
|
Direct 212.407.4866
Main 212.407.4000
Fax 212.937.3943
gcaruso@loeb.com
|
February
18, 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”), pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the “Act”), covering (i)
250,000 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 37,500 Units (the “Over-Allotment Units”) for which the underwriter has
been granted an over-allotment option, (iii) all Subunits, Ordinary Shares and
all Warrants issued as part of the Units and Over-Allotment Units, and (iv) all
Ordinary Shares issuable upon exercise of the Warrants included in the Units,
Subunits, and Over-Allotment Units.
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.
Los
Angeles New
York Chicago Nashville Washington,
DC Beijing www.loeb.com
A limited
liability partnership including professional
corporations
|
|
China
VantagePoint Acquisition Company
February
18, 2011
Page
2
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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), the Units,
the Subunits and the Over-Allotment Units, 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 and Over-allotment Units, 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.
Very
truly yours,
/s/ Loeb
& Loeb LLP
Loeb
& Loeb LLP