Attached files
| file | filename |
|---|---|
| S-1/A - KINGOLD JEWELRY, INC. | v207570_s1a.htm |
| EX-5.2 - KINGOLD JEWELRY, INC. | v207570_ex5-2.htm |
| EX-23.1 - KINGOLD JEWELRY, INC. | v207570_ex23-1.htm |
| EX-10.10 - KINGOLD JEWELRY, INC. | v207570_ex10-10.htm |
EXHIBIT 5.1
DLA
Piper LLP (US)
1251
Avenue of the Americas
New York,
New York 10020
www.dlapiper.com
T 212.335.4500
F 212.335.4501
January
10, 2011
Kingold
Jewelry, Inc.
15
Huangpu Science and Technology Park
Jiang’an
District
Wuhan,
Hubei Province, PRC 430023
|
Re:
|
Kingold
Jewelry, Inc. ― Registration
Statement on Form S-1
|
Ladies
and Gentlemen:
We have
acted as counsel for Kingold Jewelry, Inc., a Delaware corporation (the “Company”), in
connection with the preparation and filing of the Registration Statement on Form
S-1 (as so filed and as amended, the “Registration
Statement”) filed, on or about June 18, 2010 (File
No. 333-167626), with the Securities and Exchange Commission (the “Commission”) pursuant
to the Securities Act of 1933, as amended. The Registration Statement
relates to the sale of up to 6,900,000 shares (the “Shares”) of common
stock of the Company, par value of $0.001 per share (the “Common
Stock”).
We have
examined such instruments, documents and records as we deemed relevant and
necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
We do not
express any opinion herein concerning any law other than the Delaware General
Corporation Law including
the applicable provisions of Delaware statutory law and reported judicial
decisions interpreting those laws. No opinion is expressed herein with
respect to the qualification of the Shares under the securities or blue sky laws
of any state of the United States or any foreign jurisdiction.
This
opinion speaks as of the date of the effectiveness of the Registration Statement and is based solely on the facts and
circumstances known to us as of such date. In addition, in rendering this
opinion, we assume no obligation to revise, update or supplement this opinion
(i) should the present aforementioned laws of the State of Delaware be
changed by legislative action, judicial decision or otherwise, or (ii) to
reflect any facts or circumstances which may hereafter come to our
attention.
Based on
such examination, we are of the opinion that the Shares being registered
pursuant to the Registration Statement are duly authorized shares of Common
Stock and are validly issued, fully paid and nonassessable.
We hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to this firm under the caption “Legal Matters” in
the prospectus that is part of the Registration Statement. This
opinion is to be used only in connection with the sale of the Shares while the
Registration Statement is in effect. In giving this consent, we do
not admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder.
Respectfully
submitted,
DLA PIPER
LLP (US)
/s/
DLA PIPER LLP (US)