1

DOCUMENTS REVIEWED

1.1

the Certificate of Incorporation and the Memorandum and Articles of Association of the Company as registered or adopted on 25 September 2007;

1.2

the written resolutions of the directors of the Company dated September 28, 2007, October 1, 2007, October 25, 2007, October 25, 2007 and January 10, 2008;

1.3

a Certificate of Good Standing issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”);

1.4

a certificate from a director of the Company (the “Director’s Certificate”);

1.5

the Form S-1;

1.6

a draft of the warrant agreement and the warrant certificate (the “Warrant Documents”) constituting the Warrants;

1.7

a draft of the unit certificates (the “Unit Certificates”) constituting the Units and the Over-Allotment Units;

1.8

a draft of the Underwriting Agreement to be entered into between the Company and the Representative; and

1.9

a legal opinion dated 22 January 2008 and issued by Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”) addressed to the Company in connection with the Registration Statement (the “US Opinion”), attached hereto as Annexure A.

2

ASSUMPTIONS

2.1

the Warrant Documents and the Units and the Unit Certificates have been or will be authorised and duly executed and delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands);

2.2

the choice of the laws of the State of New York as the governing law of the Warrant Documents and the Units has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands);

2.3

copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;

2.4

all signatures, initials and seals are genuine;

2.5

the power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the Cayman Islands) to enter into, execute, deliver and perform their respective obligations under the Warrant Documents and the Unit Certificates;

2.6

no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Units or the Shares or Warrants comprising such Units; and

2.7

there is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of the State of New York.

Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion.

3

OPINIONS

3.1

The Company has been duly incorporated and is validly existing and in good standing under the laws of the Cayman Islands.

3.2

The Shares and warrant certificates to be offered and sold by the Company as contemplated by the Form S-1 have been duly authorised for issue, and when issued by the Company against payment in full, of the consideration, in accordance with the terms set out in the Form S-1 and the terms of the underwriting agreement referred to in the Form S-1 and duly registered in the Company’s register of members (shareholders), such Shares and warrant certificates will be validly issued, fully paid and non-assessable.

3.3

The execution and delivery of the Warrant Documents and the issue and offer of the Units and the issue of the Unit Certificates by the Company has been authorised by and on behalf of the Company and, assuming the Warrant Documents and Unit Certificates have been executed and delivered by any Director or authorised officer of the Company, and assuming that they are legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York, as set forth in the US Opinion issued by Akin Gump of an even date herewith which we have relied upon, the Warrant Documents and Unit Certificates have been duly executed and delivered on behalf of the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

4

QUALIFICATIONS

4.1

The term “enforceable” as used above means that the obligations assumed by the Company under the Warrant Documents and the Units are of a type which the courts of the Cayman Islands will enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

4.1.1

enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;

4.1.2

enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

4.1.3

where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; and

4.1.4

some claims may become barred under the statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences.

4.2

To maintain the Company in good standing under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies.

4.3

Under the Companies Law (2007 Revision) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Law (2007 Revision) directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).