Pre-Effective Amendment to Registration Statement (General Form) — Form S-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.83M
(General Form)
8: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 30K
2: EX-1.1 Underwriting Agreement HTML 147K
3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 5K
4: EX-4.8A Instrument Defining the Rights of Security Holders HTML 8K
5: EX-5.1 Opinion re: Legality HTML 21K
6: EX-10.16B Material Contract HTML 6K
7: EX-23.1 Consent of Experts or Counsel HTML 8K
Registration
Statement on Form S-1 (SEC File No. 333-138603)
Registration
for Sale of up to 690,000 Shares of Common Stock and Resale of
3,965,638
Shares of Common
Stock
Ladies
and Gentlemen:
We
have
acted as counsel for China Architectural Engineering, Inc., a Delaware
corporation (the “Company”), in connection with a registration statement on
Form S-1 (File No. 333-138603) (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 with the public
offering of up to 690,000 shares (the “Public Offering Shares”) of the Company’s
common stock, $0.001 par value (the “Common Stock”) and the resale of an
aggregate of 3,965,638 shares (the “Resale Shares”) of the Company’s Common
Stock which may be sold by the selling stockholders listed in the Registration
Statement from time to time. As used in this opinion letter the term “IPO
Prospectus” refers to the IPO Prospectus as defined in the Registration
Statement in
the
form first filed with the Commission following the Effective Time pursuant
to
Rule 424(b) of the rules and regulations
under
the Securities Act, the term “Resale Prospectus” refers to the Resale Prospectus
as defined in the Registration Statement and included in the Registration
Statement at the Effective Time and the term “Effective Time” means the date and
the time as of which the Registration Statement, or the most recent
post-effective amendment thereto, if any, is declared effective by the
Commission. The Public Offering Shares and the Resale Shares consist of the
following:
(i)
600,000 shares of Common Stock to be sold by the Company in the public offering
under the Registration Statement and IPO Prospectus;
(ii)
up
to 90,000 shares of Common Stock issuable by the Company upon exercise of an
over-allotment option of the representative of the underwriters named in the
IPO
Prospectus;
(iii)
2,320,875 shares of Common Stock which were originally issued in a private
placement completed on October 17, 2006 and which are included in the
Registration Statement and Resale Prospectus;
(iv)
1,312,675 shares of Common Stock held by the Company’s stockholders who were
stockholders immediately prior to a share exchange completed on October 17,2006
(the “October 2006 Share Exchange”) and which are included in the Registration
Statement and Resale Prospectus;
(v)
100,000 shares of Common Stock which were originally issued at the close of
the
October 2006 Share Exchange and which are included in the Registration Statement
and Resale Prospectus; and
(vi)
232,088 shares of Common Stock issuable upon exercise of warrants which were
originally issued at the close of the October 2006 Share Exchange and which
are
included in the Registration Statement and Resale Prospectus.
You
have
requested our opinion as to the matters set forth below in connection with
the
Registration Statement. For purposes of this opinion, we have examined the
Registration Statement, the Company’s Certificate of Incorporation and Bylaws,
each as amended to date, and the corporate action of the Company that provides
for the issuance of the Public Offering Shares and Resale Shares and we have
made such other investigation as we have deemed appropriate. 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 a Fact Certificate
from an officer of the Company.
We
have
made assumptions that are customary in opinions of this kind, including the
assumptions of the genuineness of all signatures on original documents, the
authenticity of all documents submitted to us as originals, the conformity
to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are
prerequisites to the effectiveness thereof. We have not verified any of those
assumptions.
Our
opinion set forth below is limited to the Delaware General Corporation Law
(the
DGCL). We are not licensed to practice law in the State of Delaware and,
accordingly, our opinions as to the DGCL are based solely on a review of the
official statutes of the State of Delaware and the applicable provisions of
the
Delaware Constitution and the reported judicial decisions interpreting such
statutes and provisions. We are not opining on, and we assume no responsibility
for, the applicability to or effect on any of the matters covered herein of
any
other laws, the laws of any other jurisdiction or the local laws of any
jurisdiction.
Based
upon and subject to the foregoing, it is our opinion that:
1.
(a)
2,320,875 of the Resale Shares referred to in paragraph (iii)
above,
(b)
1,312,675 of the Resale Shares referred to in paragraph (iv) above,
and
(c)
100,000 of the Resale Shares referred to in paragraph (v) above,
are
duly
authorized, validly issued, fully paid and non-assessable;
2.
(a)
600,000 of the Public Offering Shares referred to in paragraph (i) above,
and
(b)
90,000 of the Public Offering Shares referred to in paragraph (ii)
above,
have
been
duly authorized and when issued and paid for as described in the Registration
Statement and IPO Prospectus, will be, validly issued, fully paid and
non-assessable; and
3.
232,088
of the Resale Shares issuable upon exercise of the warrants referred to in
paragraph (vi) above
have
been
duly authorized and when issued and paid for as described in the Registration
Statement, Resale Prospectus, and the terms of the warrants, will be validly
issued, fully paid and non-assessable.
For
purposes of our opinion in the paragraph numbered 3 above, we have with your
permission assumed that the Company does not subsequently authorize by action
of
its board of directors the issuance for some other corporate purpose the Shares
previously reserved for issuance upon exercise of such warrants.
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 IPO 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.
