Attached files
| file | filename |
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| S-1/A - PERPETUAL TECHNOLOGIES, INC. | v212027_s1a.htm |
| EX-23.2 - PERPETUAL TECHNOLOGIES, INC. | v212027_ex23-2.htm |
| EX-23.3 - PERPETUAL TECHNOLOGIES, INC. | v212027_ex23-3.htm |
GUZOV
OFSINK, LLC
600
Madison Avenue
New
York, New York 10022
February
18, 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)
Sale of up to
4,166,667 shares and resale of 369,725
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 (A) an additional 625,000 shares of Common Stock (the “Option Shares”), if
and to the extent that the underwriter exercises an over-allotment option
granted to the underwriter (the “Over-Allotment
Option”) and (B) an additional 208,333 shares of Common Stock (the “Warrant Shares”), if
and to the extent that the underwriter exercises a warrant granted to the
underwriter (the “Underwriter’s
Warrant” ) and (ii) the resale of an aggregate of 369,725
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
each of (i) the Firm Shares, (ii) to the extent that underwriter exercises the
Over-Allotment Option, the Option Shares and (iii) to the extent that
underwriter exercises the Underwriter’s Warrant, the Warrant 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 and the Underwriter’s Warrant, the Option Shares and Warrant
Shares, respectively, 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 and the Underwriter’s Warrant, the
Option Shares and Warrant Shares, respectively, 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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