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EXHIBIT 5.1
CKR LAW
LLP
1330
Avenue of the Americas, 14th Floor
New
York, NY 10019
February
21, 2018
To the
Board of Directors
Sincerity
Applied Materials Holdings Corp.
Level
27, Rialto Tower, 525 Collins Street
Melbourne,
Victoria, Australia 3000
Re:
Sincerity Applied
Materials Holdings Corp.
Registration Statement on Form S-1
Gentlemen:
We are
acting as counsel to Sincerity Applied Materials Holdings Corp., a
Nevada corporation (the “Company”), in connection with
the filing with the Securities and Exchange Commission (the
“Commission”), under the Securities Act of 1933, as
amended (the “Securities Act”), of a Registration
Statement on Form S-1 (the “Registration Statement”),
relating to the offer and sale pursuant to the Registration
Statement, by the selling stockholders identified in the
Registration Statement (the “Selling Stockholders”), of
up to 12,441,726 shares (the “Shares”) of common stock,
par value $0.001 per share, of the Company (the “Common
Stock”), consisting of 5,365,565 issued and outstanding
shares of Common Stock, 1,402,868 shares of Common Stock issuable
upon exercise of Common Stock purchase warrants, 378,616 shares of
Common Stock issuable upon conversion of convertible promissory
notes and up to 5,294,677 shares of Common Stock issuable pursuant
to the anti-dilution provisions contained in the warrants and notes
referenced above.
This
opinion is being furnished in connection with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act, and
no opinion is expressed herein as to any matter pertaining to the
contents of the Registration Statement or the prospectus contained
therein, other than as expressly stated herein with respect to the
issue of the Shares.
You
have requested our opinion as to the matters set forth below in
connection with the issuance of the Shares. For purposes
of rendering this opinion, we are familiar with the Registration
Statement, and we have examined the Company’s Articles of
Incorporation, as amended to date, the Company’s Bylaws, as
amended to date, and corporate actions of the Company’ board
of directors that provided for the issuances of the
Shares. We have also examined such other documents,
certificates, instruments and corporate records, and such statutes,
decisions and questions of law as we have deemed necessary or
appropriate for the purpose of this opinion. We have
examined and relied upon certificates of public officials and, as
to certain matters of fact that are material to our opinion, we
have also relied on statements of an officer of the
Company.
Based
upon and subject to the foregoing, it is our opinion
that:
1.
The 5,365,565
issued and outstanding Shares have been validly issued and are
fully paid and non-assessable.
2.
The 1,402,868
Shares issuable upon exercise of Common Stock purchase warrants
will, when duly issued upon exercise of said Common Stock purchase
warrants against payment therefor as provided therein, be validly
issued, fully paid and non-assessable.
3.
The 378,616 Shares
issuable upon conversion of convertible promissory notes will, when
duly issued upon conversion of said convertible promissory notes as
provided therein, be validly issued, fully paid and
non-assessable.
4.
The up to 5,294,677
shares that may become issuable pursuant to the anti-dilution
provision will, when duly issued in connection with the application
of the anti-dilution provisions, be validly issued, fully paid and
non-assessable.
Our opinion is expressly limited to the matters set forth above and
we render no opinion, whether by implication or otherwise, as to
any other matters relating to the Company, the Shares, the Common
Stock purchase warrants, the convertible promissory notes or any
other agreements or transactions that may be related thereto or
contemplated thereby.
This
opinion is for your benefit in connection with the Registration
Statement and may be relied upon by you and by persons entitled to
rely upon it pursuant to the applicable provisions of the
Securities Act. Our opinion is expressed as of the date
hereof, and we assume no obligation to update or supplement this
opinion letter to reflect any change in fact, circumstance or law
or to advise you of any changes in the foregoing subsequent to the
date hereof.
We
hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to reference to our firm under the
caption “Legal Matters” in the prospectus
constituting a part thereof. In giving such consent, we do not
thereby admit that we are experts within the meaning of the
Securities Act or the rules and regulations of the Commission or
that this consent is required by Section 7 of the Securities
Act or the
rules and regulations of the Commission
thereunder.
Very
truly yours,
/s/ CKR Law LLP
CKR Law
LLP