Common use of Closing Date Opinion of Counsel Clause in Contracts

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb LLP (“L&L”), counsel to the Company, dated the Closing Date, addressed to the Representative covering the following (subject to standard qualifications and limitations): (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the Prospectus. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter Documents. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option are enforceable against the Company in accordance with their respective terms. (iv) Each of the Applicable Agreements has been duly and validly authorized and executed by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms. (v) The execution, delivery and performance of the Applicable Agreements by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents of the Company, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the Company, or of any U.S. Federal or New York State regulatory authority. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinion.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb Xxxxxx Xxxxx Xxxxxxxx & Loeb LLP (“L&L”)Xxxxxxx LLP, counsel to the CompanyCompany ("XXXXXX XXXXX"), dated the Closing Effective Date, addressed to the Representative covering and in form and substance satisfactory to Loeb to the following (subject to standard qualifications and limitations):effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with its state of incorporation. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the requisite corporate power character of its operations requires such qualification or licensing, except where the failure to own or lease, as qualify would not have a material adverse effect on the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the ProspectusCompany. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky Laws or exempt from such registration requirementsregistration. The authorized, authorized and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsCertificate of Incorporation, as amended, or Bylaws of the Company. The Over-allotment When issued, the Warrants, the Representative's Purchase Option and Underwriter’s Purchase Option the Representative's Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such Warrants, and the Over-allotment Representative's Purchase Option and the Underwriter’s Purchase Option Representative's Warrants, when issued, in each case, are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. (iv) Each of This Agreement, the Applicable Agreements has Warrant Agreement, the Representative's Purchase Option, the Services Agreement, the Trust Agreement and the Escrow Agreement have each been duly and validly authorized and, when executed and executed delivered by the Company and constitutes Company, constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Representative's Purchase Option, the Escrow Agreement, the Trust Agreement and the Services Agreement, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel's knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Certificate of Incorporation or any other governing documents the Bylaws of the Company, or (c) to such counsel's knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement Statement, each Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant and each agreement filed as an exhibit to the Prospectus Registration Statement conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Sale Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as otherwise set forth in this opinion), no facts have come to the attention of such counsel which should lead them to believe that either the Registration Statement or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Registration Statement, the Sale Preliminary Prospectus or Prospectus). (viii) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amendedor applicable state securities laws. (ix) No consentTo such counsel's knowledge, approvalthere is no action, authorization suit or filing with proceeding before or order by any court of any U.S. Federal or New York State governmental agency or body having jurisdiction over body, domestic or foreign, now pending, or threatened against the Company that is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may to be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities described in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinionRegistration Statement.

Closing Date Opinion of Counsel. On each of the Closing Date and the Option Closing Date, the Representative Underwriter shall have received the favorable opinion of Loeb & Loeb LLP (“L&L”), counsel to the Company, dated the Closing Date, addressed to the Representative covering Underwriter and in form and substance satisfactory to the following (subject Underwriter and its counsel to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with its state of incorporation. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the requisite corporate power character of its operations requires such qualification, except where the failure to own qualify would not have a material adverse effect on the assets, business or lease, as operations of the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the ProspectusCompany. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of authorized capital stock of the Company are is as set forth in the Prospectus. (iii) The Public Securities and the Management Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities and the Management Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsCertificate of Incorporation or Bylaws of the Company. The Over-allotment Option When issued, the Underwriter's Purchase Option, the Underwriter's Warrants, the Management Securities, the Management Warrants and Underwriter’s Purchase Option the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such Warrants, the Underwriter's Purchase Option, and the Over-allotment Option Underwriter's Warrants, Management Securities and the Underwriter’s Purchase Option Management Warrants, when issued, in each case, are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iv) Each of This Agreement, the Applicable Warrant Agreement, the Services Agreement, the Trust Agreement, the Management Subscription Agreements and the Escrow Agreement have each been duly and validly authorized and, when executed and delivered by the Company, constitute, and the Underwriter's Purchase Option has been duly and validly authorized and executed by the Company and, when executed and constitutes delivered, will constitute, the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Warrant Agreement, the Underwriter's Purchase Option, the Escrow Agreement, the Trust Agreement, the Management Subscription Agreements and the Services Agreement and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities and the Management Securities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel's knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Certificate of Incorporation or any other governing documents the Bylaws of the Company, or (c) to such counsel's knowledge, violate any U.S. Federal or New York State United States statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement Statement, the Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant Securities, all other securities issued or issuable by the Company, and each agreement filed as an exhibit to the Prospectus Registration Statement conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United StatesThe descriptions in the Registration Statement and in the Prospectus, New York State insofar as such statements constitute a summary of statutes, legal matters, contracts, documents or Delaware statute proceedings referred to therein, fairly present in all material respects the information required to be shown with respect to such statutes, legal matters, contracts, documents and proceedings, and such counsel does not know of any statutes or regulation legal or governmental proceedings required to be described in the Prospectus is that are not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed included as exhibits to the Registration Statement that are not so described or filed included as requiredrequired (provided that no opinion need be rendered with respect to the "blue sky" matters and statutes described under "Underwriting"). Upon delivery and payment for the Firm Units on the Closing Date, the Company will not be subject to Rule 419 under the Act and none of the Company's outstanding securities will be deemed to be a "xxxxx stock" as defined in Rule 3a-51-1 under the Exchange Act. (vii) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as otherwise set forth in this opinion), such counsel has no knowledge of any facts which lead them to believe that either the Registration Statement, as of the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or the Prospectus or any amendment or supplement thereto, as of the date of such opinion, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Registration Statement or Prospectus). (viii) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consentTo such counsel's knowledge, approvalthere is no action, authorization suit or filing with proceeding before or order by any court of any U.S. Federal or New York State governmental agency or body having jurisdiction over body, domestic or foreign, now pending, or threatened against the Company that is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may to be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities described in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinionRegistration Statement.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion opinions of Loeb Xxxx & Loeb Xxxx LLP (“L&LLoeb”), counsel to the Company and Ogier (“Ogier”), British Virgin Islands counsel to the Company, each dated the Closing Date, addressed to the Representative covering and the following (subject other Underwriters and in form and substance reasonably satisfactory to standard qualifications the Representative. Each opinion of counsel shall further include a statement to the effect that such counsel has participated in conferences with officers and limitations): (i) The other representatives of the Company, representatives of the independent public accountants for the Company has been duly organized and representatives of the Underwriters at which the contents of the Registration Statement, final Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is validly existing as a corporation not passing upon and is in good standing under does not assume any responsibility for the laws accuracy, completeness or fairness of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its properties, and to conduct its business as described statements contained in the Registration Statement Statement, final Preliminary Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial and statistical data included in the Registration Statement, final Preliminary Prospectus or the Prospectus. (ii) All issued and outstanding ). Each opinion of counsel shall state that such counsel is not opining as to the Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of or on the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter Documents. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities called for therebyOffering, and the Over-allotment Option and the Underwriter’s Purchase Option are enforceable against the Company in accordance with their respective terms. (iv) Each opinion of the Applicable Agreements has been duly and validly authorized and executed by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms. (v) The execution, delivery and performance of the Applicable Agreements by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant Xxxxx shall include statements to the terms of effect that it may be relied upon by Blank Rome in any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit opinion delivered to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents of the Company, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the Company, or of any U.S. Federal or New York State regulatory authorityUnderwriters. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinion.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion opinions of Loeb & Loeb LLP (“L&LLoeb”), counsel to the Company and Forbes Hare (“Forbes”), British Virgin Islands counsel to the Company, each dated the Closing Date, addressed to the Representative covering and the following (subject other Underwriters and in form and substance reasonably satisfactory to standard qualifications the Representative. Each opinion of counsel shall further include a statement to the effect that such counsel has participated in conferences with officers and limitations): (i) The other representatives of the Company, representatives of the independent public accountants for the Company has been duly organized and representatives of the Underwriters at which the contents of the Registration Statement, final Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is validly existing as a corporation not passing upon and is in good standing under does not assume any responsibility for the laws accuracy, completeness or fairness of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its properties, and to conduct its business as described statements contained in the Registration Statement Statement, final Preliminary Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial and statistical data included in the Registration Statement, final Preliminary Prospectus or the Prospectus. (ii) All issued and outstanding ). Each opinion of counsel shall state that such counsel is not opining as to the Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of or on the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter Documents. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities called for therebyOffering, and the Over-allotment Option and the Underwriter’s Purchase Option are enforceable against the Company in accordance with their respective terms. (iv) Each opinion of the Applicable Agreements has been duly and validly authorized and executed by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms. (v) The execution, delivery and performance of the Applicable Agreements by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant Forbes shall include statements to the terms of effect that it may be relied upon by Blank Rome in any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit opinion delivered to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents of the Company, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the Company, or of any U.S. Federal or New York State regulatory authorityUnderwriters. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinion.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion opinions of Loeb & Loeb LLP (“L&LLoeb”), counsel to the Company and Ogier (“Ogier”), British Virgin Islands counsel to the Company, each dated the Closing Date, addressed to the Representative covering and the following (subject other Underwriters and in form and substance reasonably satisfactory to standard qualifications the Representative. Each opinion of counsel shall further include a statement to the effect that such counsel has participated in conferences with officers and limitations): (i) The other representatives of the Company, representatives of the independent public accountants for the Company has been duly organized and representatives of the Underwriters at which the contents of the Registration Statement, final Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is validly existing as a corporation not passing upon and is in good standing under does not assume any responsibility for the laws accuracy, completeness or fairness of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its properties, and to conduct its business as described statements contained in the Registration Statement Statement, final Preliminary Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial and statistical data included in the Registration Statement, final Preliminary Prospectus or the Prospectus. (ii) All issued and outstanding ). Each opinion of counsel shall state that such counsel is not opining as to the Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of or on the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter Documents. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities called for therebyOffering, and the Over-allotment Option and the Underwriter’s Purchase Option are enforceable against the Company in accordance with their respective terms. (iv) Each opinion of the Applicable Agreements has been duly and validly authorized and executed by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms. (v) The execution, delivery and performance of the Applicable Agreements by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant Ogier shall include statements to the terms of effect that it may be relied upon by Blank Rome in any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit opinion delivered to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents of the Company, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the Company, or of any U.S. Federal or New York State regulatory authorityUnderwriters. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinion.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb Baker, Donelson, Bearman, Xxxxxxxx & Loeb LLP Xxxxxxxxx, PC (“L&LXxxxx, Xxxxxxxx”), counsel to the Company, dated the Closing Date, addressed to the Representative covering the following (subject to standard qualifications and limitations):following: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its respective properties, and to conduct its business business, as described in the Registration Statement and the Prospectus. The Company is duly registered or qualified to do business as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not reasonably be expected to have a material adverse effect on the assets, business or operations of the Company, taken as a whole. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter DocumentsCertificate of Incorporation. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorizedauthorized and, and to the extent of L&LXxxxx, Donelson’s knowledge, outstanding shares of capital stock Shares of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid forfor in accordance with the terms of this Agreement, will be validly issued and to L&LXxxxx, Donelson’s knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation operating of law or under the Charter Documents. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations Certificate of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option are enforceable against the Company in accordance with their respective termsIncorporation. (iv) Each of This Agreement and the Applicable Agreements has Underwriter’s Warrant Agreement have been duly and validly authorized and executed by the Company and constitutes the constitute valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Lock-Up Agreements to which the Company is a party, the Lock-Up Period restrictions on the Company and the Underwriter’s Warrant Agreement, and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (ai) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, ; (bii) result in any violation of the provisions of the Charter Documents Certificate of Incorporation or any other governing documents of the Company, ; or (ciii) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and RegulationsRegulations in each case as of their respective dates. The Securities Shares offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has We have been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of Nasdaq or any U.S. U.S., Federal or New York State of Delaware court or governmental agency or body having jurisdiction over the Company is required required, under the laws, rules and regulations of the United States of America and the State of Delaware for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made with or obtained by Nasdaq; (ii) such as have been made or obtained under the Act and the Exchange Act; and (iiiii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities Shares by you in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not we express an no opinion. (x) The Shares have been approved for listing on Nasdaq upon official notice of issuance. (xi) Except as set forth in the Registration Statement, the Company, to Xxxxx, Donelson’s knowledge, is not a party to any written agreement granting any holders of securities of the Company rights to require the registration under the Act of resales of such securities.

Closing Date Opinion of Counsel. On each of the Closing Date and the Option Closing Date, if any, the Representative Underwriter shall have received the favorable opinion of Loeb & Loeb Dechert LLP (“L&LDechert”), counsel to the Company, dated the as of the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative covering Underwriter and in form and substance reasonably satisfactory to Xxxxxxx to the following (subject to standard qualifications and limitations):effect: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with the requisite corporate power its state of incorporation. The Company is duly authorized to own or lease, as the case may be, and operate its properties, and to conduct its do business as described a foreign corporation in the Registration Statement state of New York and the Prospectussuch authority has not been surrendered, suspended or annulled. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, authorized and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsCertificate of Incorporation or Bylaws of the Company. The Over-allotment Option and Underwriter’s Purchase Option When issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such Warrants, and the Over-allotment Option and the Underwriter’s Purchase Option when issued, are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. (iv) Each of This Agreement, the Applicable Agreements has Warrant Agreement, the Trust Agreement, the Insider Letters, the Services Agreement and the Escrow Agreement have each been duly and validly authorized and, when executed and executed delivered by the Company and constitutes Company, constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Escrow Agreement, the Insider Letters, the Services Agreement and the Trust Agreement, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Amended and Restated Certificate of Incorporation or any other governing documents the Bylaws of the Company, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law normally applicable to transactions of this kind, or any judgment, order or decree, or rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement Statement, each Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant and each agreement filed as an exhibit to the Prospectus Registration Statement conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State or Delaware There is no statute or regulation required to be described in the Prospectus that is not described as required, nor are there any contracts or documents known to such counsel and which are of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriter at which the contents of the Registration Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as otherwise set forth in this opinion), no facts have come to the attention of such counsel which should lead them to believe that either the Registration Statement or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Registration Statement or Prospectus; and it being further understood that counsel may provide negative assurance to the effect of this section (vii) rather than include it as a numbered opinion paragraph). (viii) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amendedor applicable state securities laws. (ix) No consentTo such counsel’s knowledge, approvalthere is no action, authorization suit or filing with proceeding before or order of by any U.S. Federal court or New York State governmental agency or body having jurisdiction over body, domestic or foreign, now pending, or threatened against the Company that is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may to be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities described in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinionRegistration Statement.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb LLP Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“L&LXxxxx”), counsel to the Company, dated the Closing Date, addressed to the Representative covering and the following (subject other Underwriters and in form and substance reasonably satisfactory to standard qualifications the Representative. The opinion of Xxxxx shall further include a statement to the effect that such counsel has participated in conferences with officers and limitations): (i) The other representatives of the Company, representatives of the independent public accountants for the Company has been duly organized and representatives of the Underwriters at which the contents of the Registration Statement, final Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is validly existing as a corporation not passing upon and is in good standing under does not assume any responsibility for the laws accuracy, completeness or fairness of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its properties, and to conduct its business as described statements contained in the Registration Statement Statement, final Preliminary Prospectus and the Prospectus. Prospectus (ii) All issued except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and outstanding related notes and schedules and other financial and statistical data included in the Registration Statement, final Preliminary Prospectus or the Prospectus or matters relating to the sale of securities in any jurisdiction outside the U.S.). The opinion of counsel shall state that such counsel is not opining as to the Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of or on the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are as set forth in the ProspectusOffering. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter Documents. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option are enforceable against the Company in accordance with their respective terms. (iv) Each of the Applicable Agreements has been duly and validly authorized and executed by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms. (v) The execution, delivery and performance of the Applicable Agreements by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents of the Company, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the Company, or of any U.S. Federal or New York State regulatory authority. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinion.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Representatives shall have received the favorable opinion of Loeb Xxxxxxx Xxxxxx Xxxxxxxxx & Loeb LLP Maxim Group LLC _________________, 2007 Page 30 of 50 Kakoyiannis, P.C. (“L&L”"XXXXXXX"), counsel to the Company, dated the Closing Date, addressed to the Representative covering and in form and substance satisfactory to the following (subject Representative to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware its state of incorporation, with the requisite corporate full power and authority to own or lease, as the case may be, its properties and operate its properties, and to conduct its business as described in the Registration Statement Statement, the Sale Preliminary Prospectus and the Prospectus. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, except where the failure to qualify would not have a Material Adverse Effect. (ii) All issued and outstanding securities of the Company (including, without limitation, the Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and qualified under the applicable state securities or Blue Sky Laws or exempt from such registration and/or qualification requirements. The authorized, authorized and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are is as set forth in the Sale Preliminary Prospectus and the Prospectus. The Units, the Common Stock, the Warrants and the Placement Warrants conform to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsCertificate of Incorporation or Bylaws of the Company or, to such counsel's knowledge, similar rights that entitle or will entitle any person to acquire any security from the Company upon issuance or sale thereof. The Over-allotment Option When issued, the Warrants and Underwriter’s the Representative's Purchase Option (including underlying Representative's Securities) will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such securities, and the Over-allotment Option and the Underwriter’s Purchase Option when issued, are enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Public Securities and the Representative's Securities are in due and proper form. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Warrants, the Representative's Warrants and the Placement Warrants. The shares of Common Stock Maxim Group LLC _________________, 2007 Page 31 of 50 underlying the Warrants, the Representative's Warrants and the Placement Warrants will, upon exercise thereof, and payment of the exercise price thereof, be duly authorized and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to preemptive or, to such counsel's knowledge, similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. (iv) Each The Placement Warrants constitute valid and binding obligations of the Applicable Agreements Company to issue and sell, upon exercise thereof and payment therefore, the number of shares of Common Stock called for thereby, and such Placement Warrants are enforceable against the Company, in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Placement Warrants. The shares of Common Stock underlying the Placement Warrants will, upon exercise of the Warrants and payment of the exercise price thereof, be duly authorized and validly issued, fully paid and non assessable and will not have been issued in violation of or subject to preemptive or, to such counsel's knowledge, similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. (v) The Company has full right, power and authority to execute and deliver this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Services Agreements, the Trust Agreement, the Subscription Agreement and the Escrow Agreement and to perform its obligations thereunder, and all corporate action required to be taken for the due and proper authorization, execution and delivery of this Agreement, the Warrant Agreement, the Representative's Purchase Option, the Services Agreements, the Trust Agreement, the Escrow Agreement and the Subscription Agreement and consummation of the transactions contemplated by the Underwriting Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus have been duly and validly taken. (vi) The Insider Letters and the Escrow Agreement have been duly authorized, executed and delivered by the applicable Initial Stockholders (or, if applicable, their affiliates) and constitute the valid and binding obligations of such Initial Stockholders enforceable against them in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the federal and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vii) This Agreement, the Warrant Agreement, the Representative's Purchase Option, the Services Agreement, the Subscription Agreement, the Trust Agreement and the Escrow Agreement have each been duly and validly authorized and, Maxim Group LLC _________________, 2007 Page 32 of 50 when executed and executed delivered by the Company and constitutes Company, will constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vviii) The execution, delivery and performance of this Agreement, the Applicable Agreements Subscription Agreement, the Warrant Agreement, the Representative's Purchase Option, the Escrow Agreement, the Trust Agreement and the Services Agreement, the issuance and sale of the Public Securities, Placement Securities and the Representative's Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both: (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Certificate of Incorporation or any other governing documents the By-Laws of the Company, or (c) to such counsel's knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any U.S. judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets (but excluding the Blue Sky laws of the various states, as to which such counsel expresses no opinion). (viix) The Registration Statement and Statement, the Sale Preliminary Prospectus, the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied comply as to form in all material respects with the requirements of the Act and Regulations. The Public Securities, the Placement Securities offered pursuant and the Representative's Securities and each agreement filed as an exhibit to the Prospectus Registration Statement conform in all material respects to the description thereof contained in the Registration Statement Statement, the Sale Preliminary Prospectus and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, as to which such counsel expresses no opinion), nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (viix) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities ActAct or applicable state securities laws. Maxim Group LLC _________________, has been made in the manner and within the time period required by Rule 424(b).2007 Page 33 of 50 (viiixi) The There is no action, suit or proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is not and, after giving effect required to the Offering and sale of the Securities and the application of the proceeds thereof as be described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amendedStatement. (ixxii) No consent, approval, authorization authorization, order, registration, filing, qualification, license or filing permit of or with any court or order of any U.S. Federal judicial, regulatory or New York State other legal or governmental agency or body having jurisdiction over the Company is required for the execution, delivery and performance of this Agreement or consummation by the Company of the transactions contemplated by the this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except for: (ia) such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Units by the Underwriters (as to which such counsel need express no opinion), (b) such as have been made or obtained under the Securities Act and (iic) such as may be are required by the NASD. (xiii) The statements under the blue sky laws captions "Comparison to offerings of any jurisdiction in connection with the purchase blank check companies" and distribution "Description of Securities" and Item 14 of Part II of the Registration Statement and the Sale Preliminary Prospectus, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present in all material respects the information called for with respect to such legal matters, documents and proceedings. (xiv) The Public Securities are duly authorized for listing on AMEX. (xv) The opinion of counsel shall further include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the manner contemplated in Company, representatives of the Agreement independent public accountants for the Company and in representatives of the Underwriters at which the contents of the Registration Statement, the Prospectus, as to which L&L and related matters were discussed and although such counsel is not passing upon, has not independently checked or verified and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus (except as otherwise set forth in this opinion), nothing has come to the attention of such counsel which lead it to believe that the Registration Statement or any amendment thereto, including the Rule 430 Information at the time such Registration Statement or any such amendment became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that the Prospectus or any amendment or supplement thereto, at the time the Prospectus was issued or at the time any such amended or supplemented prospectus was issued or at the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need express an opinion.no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus). Maxim Group LLC _________________, 2007 Page 34 of 50

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb Ellenoff Gxxxxxxx & Loeb LLP (“L&L”)Schole LLP, counsel to the CompanyCompany (“EG&S”), dated the Closing Date, addressed to the Representative covering and in form and substance satisfactory to the following Representative to the effect that (subject it being agreed that EG&S may rely uxxx Xxxxxxxxx, Xxxxxxxxx-xx-Xxx, with respect to standard qualifications and limitationsmatters governed by Cayman Islands law): (i) The Based solely on a certificate of good standing dated within 10 days of the Closing Date, the Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the ProspectusCayman Islands. (ii) All issued and outstanding securities of the Company Ordinary Shares have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter DocumentsArticles of Association. The offers and sales of the outstanding securities of the Company Ordinary Shares were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&LEG&S’s knowledge, outstanding shares of capital stock of the Company are is as set forth in the Prospectus. (iii) The Public Ordinary Shares included in the Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Ordinary Shares included in the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsArticles of Association. The Over-allotment Option and UnderwriterWhen issued, the Representative’s Purchase Option Option, the Representative’s Warrants, the Placement Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and the Warrants, the Placement Warrants, the Representative’s Purchase Option, and the Over-allotment Option and the UnderwriterRepresentative’s Purchase Option Warrants, when issued, in each case, are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. (iv) Each of This Agreement, the Applicable Agreements Warrant Agreement, the Services Agreement, the Trust Agreement, the Escrow Agreement and the Subscription Agreement have each been duly and validly authorized and, when executed and delivered by the Company, constitute, and the Representative’s Purchase Option has been duly and validly authorized and executed by the Company and, when executed and constitutes delivered, will constitute, the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Representative’s Purchase Option, the Escrow Agreement, the Trust Agreement, the Services Agreement and the Subscription Agreement and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel’s knowledge, based on representations of the Company made to such counsel and contained in a certificate provided by an executive officer of the Company, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents Articles of the CompanyAssociation, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, as to which such counsel expresses no opinions), nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as requiredrequired (except for the contracts and documents described in the “Underwriting” section of the Registration Statement, as to which such counsel expresses no opinions). (vii) The Based solely on a notice of effectiveness received from the Securities and Exchange Commission, the Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b)Act or applicable state securities laws. (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consentThe opinion of EG&S shall further include a statement (which shall not be deemed a legal opinion) to the effect that such counsel has participated in conferences with officers and other representatives of the Company, approvalthe Underwriters and the independent registered public accounting firm of the Company, authorization or filing with or order at which conferences the contents of the Preliminary Prospectus, the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon and does not assume any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required responsibility for the consummation by the Company accuracy, completeness or fairness of the transactions contemplated by statements contained in the AgreementRegistration Statement and the Prospectus contained therein, except (i) such as have been made or obtained under solely on the Act and (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution basis of the Securities foregoing without independent check and verification, no facts have come to the attention of such counsel which lead them to believe that the Registration Statement or any amendment thereto, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view with respect to the financial information, statistical data and information and matters regarding non-United States laws, rules and regulations included in the manner contemplated in the Agreement and in Registration Statement or the Prospectus, as to which L&L does not express an opinion.)

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb LLP Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“L&LMintz”), counsel to the Company, dated the Closing Date, addressed to the Representative covering and the following (subject other Underwriters and in form and substance reasonably satisfactory to standard qualifications the Representative. The opinion of Xxxxx shall further include a statement to the effect that such counsel has participated in conferences with officers and limitations): (i) The other representatives of the Company, representatives of the independent public accountants for the Company has been duly organized and representatives of the Underwriters at which the contents of the Registration Statement, final Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is validly existing as a corporation not passing upon and is in good standing under does not assume any responsibility for the laws accuracy, completeness or fairness of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its properties, and to conduct its business as described statements contained in the Registration Statement Statement, final Preliminary Prospectus and the Prospectus. Prospectus (ii) All issued except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and outstanding related notes and schedules and other financial and statistical data included in the Registration Statement, final Preliminary Prospectus or the Prospectus or matters relating to the sale of securities in any jurisdiction outside the U.S.). The opinion of counsel shall state that such counsel is not opining as to the Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of or on the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are as set forth in the ProspectusOffering. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter Documents. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option are enforceable against the Company in accordance with their respective terms. (iv) Each of the Applicable Agreements has been duly and validly authorized and executed by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms. (v) The execution, delivery and performance of the Applicable Agreements by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents of the Company, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the Company, or of any U.S. Federal or New York State regulatory authority. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinion.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Representatives shall have received the favorable opinion of Loeb & Loeb LLP (“L&L”)Xxxxxxxxx Xxxxxxxx, LLP, counsel to the CompanyCompany (“Xxxxxxxxx”), dated the Closing Date, addressed to the Representative Representatives covering the following (subject to standard qualifications and limitations):following: (i) The Company and each Subsidiary has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware its jurisdiction of incorporation with the requisite corporate power to own or lease, as the case may be, and operate its respective properties, and to conduct its business business, as described in the Registration Statement and the Prospectus. The Company and each such Subsidiary is duly registered or qualified to do business as a foreign corporation and is in good standing as a foreign corporation in all jurisdictions in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a Material Adverse Effect. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter DocumentsArticles of Incorporation. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s Xxxxxxxxx’x knowledge, outstanding shares of capital stock Shares of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s Xxxxxxxxx’x knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation operating of law or under the Charter DocumentsArticles of Incorporation. The Over-allotment Option and Underwriter’s Purchase Option constitute constitutes a valid and binding obligations obligation of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities Shares called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option are is enforceable against the Company in accordance with their respective its terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (iv) Each of the Applicable Agreements This Agreement has been duly and validly authorized and executed by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their its respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Agreements Lock-Up Agreements, to which the Company is a party, and the Lock-Up Period restrictions on the Company, and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Articles of Incorporation or any other governing documents of the Company, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities Shares offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, nor as to which such counsel expresses no opinions), nor, to Xxxxxxxxx’x knowledge, are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has We have been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Public Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of the Nasdaq, any U.S. Federal Federal, State of Missouri court or New York State governmental agency or body having jurisdiction over the Company is required required, under the laws, rules and regulations of the United States of America and the State of Missouri for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made with or obtained by the Nasdaq, (ii) such as have been made or obtained under the Securities Act and (iiiii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities Shares by you in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not we express an no opinion. (x) The Shares have been approved for listing on the Nasdaq upon official notice of issuance. (xi) To Xxxxxxxxx’x knowledge, the Company is not a party to any written agreement granting any holders of securities of the Company rights to require the registration under the Securities Act of resales of such securities.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb each of Ellenoff Xxxxxxxx & Loeb Schole LLP (“L&LEGS”), U.S. counsel to the Company, and Ogier (“Ogier”), Cayman Islands counsel to the Company, dated the Closing Date, addressed to the Representative covering and the following (subject other Underwriters and in form and substance reasonably satisfactory to standard qualifications the Representative. The opinions of EGS and limitations): (i) The Ogier shall further include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company has been duly organized and representatives of the Underwriters at which the contents of the Registration Statement, final Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is validly existing as a corporation not passing upon and is in good standing under does not assume any responsibility for the laws accuracy, completeness or fairness of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its properties, and to conduct its business as described statements contained in the Registration Statement Statement, final Preliminary Prospectus and the Prospectus. Prospectus (ii) All issued except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and outstanding related notes and schedules and other financial and statistical data included in the Registration Statement, final Preliminary Prospectus or the Prospectus or matters relating to the sale of securities in any jurisdiction outside the U.S.). The opinion of counsel shall state that such counsel is not opining as to the Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of or on the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are as set forth in the ProspectusOffering. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter Documents. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option are enforceable against the Company in accordance with their respective terms. (iv) Each of the Applicable Agreements has been duly and validly authorized and executed by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms. (v) The execution, delivery and performance of the Applicable Agreements by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents of the Company, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the Company, or of any U.S. Federal or New York State regulatory authority. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinion.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion opinions of Loeb Xxxxxx & Loeb Xxxxxx (“M&C”) and Xxxxxxx Xxxx LLP (“L&LHR”), each as counsel to the Company, dated the Closing Date, addressed to the Representative covering and in form and substance satisfactory to the following (subject Representative to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware its state of incorporation, with the requisite corporate full power and authority to own or lease, as the case may be, its properties and operate its properties, and to conduct its business as described in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. (ii) All issued and outstanding securities of the Company (including, without limitation, the Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or Bylaws of the Company’s Charter Documents. The Except with respect to the Placement Securities which are not covered by this opinion, the offers and sales of the outstanding securities of the Company Ordinary Shares were at all relevant times either registered under the Act and, to our knowledge, the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of authorized capital stock of the Company are is as set forth in the Preliminary Prospectus and the Prospectus. The Units, the Ordinary Shares and the Warrants conform to the descriptions thereof contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsAmended and Restated Certificate of Incorporation or Bylaws of the Company or, to such counsel’s knowledge, similar rights that entitle or will entitle any person to acquire any security from the Company upon issuance or sale thereof. The Over-allotment Option and UnderwriterWhen issued, the Representative’s Purchase Option Option, the Representative’s Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and such Warrants, the Representative’s Purchase Option and the Representative’s Warrants, when issued, in each case, will be enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. A sufficient number of Ordinary Shares have been reserved for issuance upon exercise of the Representative’s Purchase Option, the Warrants and the Representative’s Warrants. The Ordinary Shares underlying the Representative’s Purchase Option, the Warrants and Representative’s Warrants will, upon exercise of the Representative’s Purchase Option, the Warrants and the Representative’s Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to, to such counsel’s knowledge, preemptive or similar rights that entitle or will entitle any person to acquire, to such counsel’s knowledge, any securities from the Company upon issuance thereof. (iv) The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. A sufficient number of Ordinary Shares have been reserved for issuance upon exercise of the Placement Warrants. The Ordinary Shares underlying the Placement Warrants will, upon exercise thereof and payment of the exercise price therefor, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to, to such counsel’s knowledge, preemptive or similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. (ivv) Each The Company has full corporate right, power and authority to execute and deliver this Agreement, the Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement and the Representative’s Purchase Option and to perform its obligations thereunder, and all corporate action required to be taken for the due and proper authorization, execution and delivery of this Agreement, the Applicable Agreements Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement and the Representative’s Purchase Option has been duly and validly taken. (vi) This Agreement, the Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement and the Representative’s Purchase Option have each been duly and validly authorized and, when executed and executed delivered by the Company and constitutes Company, will constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vvii) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Representative’s Purchase Option, the Escrow Agreement, the Trust Agreement, the Subscription Agreement and the Service Agreement, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Amended and Restated Certificate of Incorporation or any other governing documents the By-Laws of the Company, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (viviii) The Registration Statement Statement, each Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant and each agreement filed as an exhibit to the Prospectus Registration Statement conform in all material respects to the description thereof contained in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (viiix) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b)Act or applicable state securities laws. (viiix) The To such counsel’s knowledge, there is no action, suit or other proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is not and, after giving effect required to the Offering and sale of the Securities and the application of the proceeds thereof as be described in the Registration Statement and the Prospectus, will that is not be, an “investment company” as defined in the Investment Company Act of 1940, as amendedso described. (ixxi) No consent, approval, authorization authorization, order, registration, filing, qualification, license or filing permit of or with any court or order of any U.S. Federal judicial, regulatory or New York State other legal or governmental agency or body having jurisdiction over the Company is required for the execution, delivery and performance by the Company of the Underwriting Agreement or consummation by the Company of the transactions contemplated by the Underwriting Agreement, the Registration Statement, Preliminary Prospectus and the Prospectus, except for (i1) such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Units by the Underwriters (as to which such counsel need express no opinion), (2) such as have been made or obtained under the Securities Act and (ii3) such as may be are required by the FINRA. (xii) The statements under the blue sky laws captions “Description of any jurisdiction in connection with the purchase Securities” and distribution “Taxation” of the Securities Registration Statement, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings. The opinion of counsel shall further include a statement to the effect that counsel has participated in conferences with officers, directors and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the manner contemplated Registration Statement, Preliminary Prospectus and the Prospectus (except as otherwise set forth in this opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Agreement and in Registration Statement, Preliminary Prospectus or the Prospectus, ). The opinion of counsel shall state that such counsel is not opining as to which L&L does not express an opinionthe Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company or on the Offering.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Underwriter shall have received the favorable opinion of Loeb Gusrae, Xxxxxx, Xxxxx & Loeb LLP (“L&L”)Xxxxxxx PLLC, counsel to the Company, dated the Closing Date, addressed to the Representative Underwriter covering the following (subject to standard qualifications and limitations):following: (i) The Company and each Subsidiary formed under the laws of the State of Delaware has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its respective properties, and to conduct its business business, as described in the Registration Statement and the Prospectus. The Company and each such Subsidiary is duly registered or qualified to do business as a foreign corporation and is in good standing under the laws of the States of Delaware, Oregon and [●]. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Organizational Documents. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledgeauthorized and, outstanding shares of capital stock Shares of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s our knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsCertificate of Incorporation and Bylaws of the Company. The Over-allotment Option and Underwriter’s Purchase Option Warrant constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefortherefore, the number of securities Shares called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option Warrant are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (iv) Each The issuance of the Applicable Agreements Firm Shares has been duly authorized and, when issued and paid for by you pursuant to this Agreement, the Firm Shares will be validly issued, fully paid and nonassessable. The holders of outstanding shares of capital of the Company are not entitled to any preemptive right, right of first offer or right of first refusal (i) set forth in or provided for by the Company’s currently effective Certificate of Incorporation and Bylaws (the “Organizational Documents”), or (ii) granted by the Company in any currently effective written agreement. The certificates representing the Firm Shares are in due and proper form. (v) This Agreement and the Underwriter’s Warrants have been duly and validly authorized and executed by the Company and constitutes constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (vvi) The execution, delivery and performance of this Agreement, the Applicable Lock-Up Agreements [,] [and] the Lock-Up Period restrictions on the Company and the Underwriter Warrants and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public SecuritiesSecurities thereunder, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents of the CompanyOrganizational Documents, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vivii) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities Shares offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, as to which such counsel expresses no opinions), nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (viiviii) The Registration Statement has been declared effective by the Commission. L&L has We have been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viiiix) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ixx) No consent, approval, authorization or filing with or order of the NASDAQ Stock Market, any U.S. Federal or Federal, State of New York or State of Delaware court or governmental agency or body having jurisdiction over the Company is required required, under the laws, rules and regulations of the United States of America and the States of Delaware and New York for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made with or obtained by the NASDAQ Stock Market (ii) such as have been made or obtained under the Securities Act and (iiiii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities Shares by you in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not we express an no opinion. (xi) The Shares have been approved for listing on the NASDAQ Stock Market upon official notice of issuance. (xii) To our knowledge, the Company is not a party to any written agreement granting any holders of securities of the Company rights to require the registration under the Securities Act of resales of such securities.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Underwriter shall have received the favorable opinion of Loeb Xxxxxx Xxxxxxxx Frome & Loeb LLP (“L&L”)Xxxxxxxxxx, L.L.P., counsel to the Company, dated the Closing Date, addressed to the Representative covering Underwriter and in form and substance satisfactory to Xxxxxxxx Xxxxxx & Xxxxxx, counsel to the following (subject Underwriter, to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with its state of incorporation. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which it owns or leases any real property or the character of its operations requires such qualification or licensing, except where the failure to qualify would not have a material adverse effect on the Company. (ii) The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental or regulatory officials and bodies to own or lease, as the case may be, lease its properties and operate its properties, and to conduct its business as described in the Registration Statement Prospectus, and the ProspectusCompany is and has been doing business in compliance with all such authorizations, approvals, orders, licenses, certificates and permits and all federal, state and local laws, rules and regulations. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consents, approvals, authorizations or orders of, and no filing with any court or governmental agency or body (other than such as may be required under the Act and applicable Blue Sky laws), is required for the valid authorization, issuance, sale and delivery of the Securities, and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agreement, the Warrants, the Employment Agreements with Xxxx X. Xxxxxxxx and Xxxxxxx Xxxxxx, the Underwriter's Purchase Option, and as contemplated by the Prospectus or if so required, all such authorizations, approvals, consents, orders, registrations, licenses and permits have been duly obtained and are in full force and effect and have been disclosed to the Underwriter. (iiiii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the statutory preemptive rights of any stockholder holders of any security of the Company arising or, to the best of such counsel's knowledge, similar contractual rights granted by operation of law or under the Company’s Charter Documents. The outstanding options and warrants to purchase shares of Common Stock constitute the valid and binding obligations of the Company, enforceable in accordance with their terms. The offers and sales of the outstanding securities Common Stock and options and warrants to purchase shares of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, authorized and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are is as set forth under the caption "Capitalization" in the Prospectus. (iiiiv) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising or, to the best of such counsel's knowledge after due inquiry, similar contractual rights granted by operation the Company. All corporate action required to be taken for the authorization, issuance and sale of law or under the Charter DocumentsSecurities has been duly and validly taken. The Over-allotment Option When issued, the Underwriter's Purchase Option, the Underwriter's Warrants and Underwriter’s Purchase Option the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such Warrants, the Underwriter's Purchase Option, and the Over-allotment Option and the Underwriter’s Purchase Option are 's Warrants, when issued, in each case, will be enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification provision may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. (ivv) Each To the best of such counsel's knowledge, after due inquiry, except as set forth in the Prospectus, no holders of any securities of the Applicable Agreements has Company or of any options, warrants or securities of the Company exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration statement to be filed by the Company. (vi) To the best of such counsel's knowledge, after due inquiry, the shares of Common Stock and the Warrants are eligible for quotation on Nasdaq SmallCap Market and have been approved for listing on the BSE. (vii) This Agreement, the Underwriter's Purchase Option, the Warrants and the Warrant Agreement, have each been duly and validly authorized and, when executed and executed delivered by the Company and constitutes the Company, will constitute valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification provisions may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vviii) The execution, delivery and performance by the Company of this Agreement, the Underwriter's Purchase Option, the Warrants and the Warrant Agreement, the issuance and sale of the Applicable Agreements Securities, the consummation of the transactions contemplated hereby and thereby and the compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any material mortgage, deed of trust, note, indenture, loan, contract, commitment or other material agreement or instrument filed as an exhibit instrument, to which the Registration StatementCompany is a party or by which the Company or any of its properties or assets may be bound, (b) result in any violation of the provisions of the Charter Documents Certificate of Incorporation or any other governing documents the By-Laws of the Company, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets, or (d) have a material effect on any permit, certification, registration, approval, consent, license or franchise of the Company. (viix) The Registration Statement Statement, each Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied comply as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to and all other securities issued or issuable by the Prospectus Company conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. The statements in the Prospectus under "Business," "Management," "Certain Transactions," "Risk Factors," Principal Stockholders," "Selling Security Holders," "Description of Securities" and "Shares Eligible for Future Sale," have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions are correct in all material respects. No United States, New York State or Delaware statute or regulation or legal or governmental proceeding required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinion.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Underwriter shall have received the favorable opinion of Loeb & Loeb LLP (“L&L”)Xxxxxx Xxxxx LLP, counsel to the Company, dated the Closing Date, addressed to the Representative Underwriter covering the following (subject to standard qualifications and limitations):following: (i) The Company and each Subsidiary has been duly organized and is validly existing as a corporation and is in good standing under the laws of the place of organization or incorporation, State of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its respective properties, and to conduct its business business, as described in the Registration Statement and the Prospectus. The Company and each such subsidiary is duly registered or qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business or operations of the Company taken as a whole. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter DocumentsCertificate of Incorporation. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&LXxxxxx Xxxxx LLP’s knowledge, outstanding shares of capital stock Shares of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s our knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation operating of law or under the Charter DocumentsCompany’s Certificate of Incorporation. The Over-allotment Option and Underwriter’s Purchase Option constitute constitutes a valid and binding obligations obligation of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities Shares called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option are is enforceable against the Company in accordance with their its respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (iv) Each of the Applicable Agreements This Agreement has been duly and validly authorized and executed by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective its terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Lock-Up Agreements and the Lock-Up Period restrictions on the Company, and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Company’s Certificate of Incorporation or any other governing documents of the Company, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities Common Shares offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, as to which such counsel expresses no opinions), nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared is an “automatic shelf registration statement” as defined in Rule 405 of the Act and accordingly was automatically effective by when filed with the Commission. L&L has We have been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of the NYSE Amex, any U.S. Federal Federal, State of New York, State of Texas or New York State of Delaware court or governmental agency or body having jurisdiction over the Company is required required, under the laws, rules and regulations of the United States of America and the applicable States for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made with or obtained by the NYSE Amex (ii) such as have been made or obtained under the Act and (iiiii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities Common Shares by you in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not we express an no opinion. (x) The Common Shares have been approved for listing on the NYSE Amex upon official notice of issuance. (xi) To our knowledge, the Company is not a party to any written agreement granting any holders of securities of the Company rights to require the registration under the Act of resales of such securities, which rights have not been validly waived with respect to the Offering of the Public Securities. (xii) the opinion of Xxxxxx Xxxxx LLP that is filed as an Exhibit to the Company’s Current Report on Form 8-K filed with the Commission with respect to the transactions contemplated hereby is confirmed and the Underwriter may rely upon such opinion as if it were addressed to it.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb Kalbian Xxxxxxx LLP (“L&L”"Xxxxxxx Xxxxxxx"), counsel to the Company, dated the Closing Date, addressed to the Representative covering and in form and substance satisfactory to the following (subject Representative to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing exists as a corporation and is in good standing under the laws of Delaware with its state of incorporation. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the requisite corporate power character of its operations requires such qualification or licensing, except where the failure to own or lease, as qualify would not have a material adverse effect on the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the ProspectusCompany. (ii) All issued and outstanding securities shares of Common Stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Articles of Incorporation or Bylaws of the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, authorized and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are is as set forth in the Prospectus. (iii) The Public shares of Common Stock included in the Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public shares of Common Stock included in the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsArticles of Incorporation or Bylaws of the Company. The Over-allotment Option When issued, the Representative's Purchase Option, the Representative's Warrants and Underwriter’s Purchase Option the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such Warrants, the Representative's Purchase Option, and the Over-allotment Option and the Underwriter’s Purchase Option Representative's Warrants, when issued, in each case, are enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. (iv) Each of This Agreement, the Applicable Agreements Warrant Agreement, the Services Agreement, the Trust Agreement the Escrow Agreement have each been duly and validly authorized and, when executed and delivered by the Company, constitute, and the Representative's Purchase Option has been duly and validly authorized and executed by the Company and, when executed and constitutes delivered, will constitute, the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Representative's Purchase Option, the Escrow Agreement, the Trust Agreement and the Services Agreement, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel's knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Articles of Incorporation or any other governing documents the By-Laws of the Company, or (c) to such counsel's knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement Statement, the Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, as to which such counsel expresses no opinions), nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as requiredrequired (except for the contracts and documents described in the "Underwriting" section of the Registration Statement, as to which such counsel expresses no opinions). (vii) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Preliminary Prospectus, the Registration Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Prospectus, the Registration Statement and Prospectus (except as otherwise set forth in this opinion), no facts have come to the attention of such counsel which lead them to believe that either the Preliminary Prospectus as of , 2007, the Registration Statement as of the Effective Date, or the Prospectus or any amendment or supplement thereto, as of its respective date and as of the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Preliminary Prospectus, the Registration Statement or Prospectus). (viii) The Registration Statement has been declared become effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amendedor applicable state securities laws. (ix) No consentTo such counsel's knowledge, approvalthere is no action, authorization suit or filing with proceeding before or order by any court of any U.S. Federal or New York State governmental agency or body having jurisdiction over body, domestic or foreign, now pending, or threatened against the Company that is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may to be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities described in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinionRegistration Statement.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb Xxxxxx Xxxxx Xxxxxxxx & Loeb LLP (“L&L”)Xxxxxxx LLP, counsel to the CompanyCompany (‘‘Xxxxxx Xxxxx’’), dated the Closing Effective Date, addressed to the Representative covering and in form and substance satisfactory to Loeb to the following (subject to standard qualifications and limitations):effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with its state of incorporation. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the requisite corporate power character of its operations requires such qualification or licensing, except where the failure to own or lease, as qualify would not have a material adverse effect on the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the ProspectusCompany. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky Laws or exempt from such registration requirementsregistration. The authorized, authorized and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsCertificate of Incorporation, as amended, or Bylaws of the Company. The Over-allotment Option and Underwriter’s Purchase Option When issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such Warrants, and the Over-allotment Option and the Underwriter’s Purchase Option when issued, are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Public Securities are in due and proper form. (iv) Each of This Agreement, the Applicable Agreements has Warrant Agreement, the Services Agreement, the Trust Agreement and the Escrow Agreement have each been duly and validly authorized and, when executed and executed delivered by the Company and constitutes Company, constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Escrow Agreement, the Trust Agreement and the Services Agreement, the issuance and sale of the Public Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Certificate of Incorporation or any other governing documents the Bylaws of the Company, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement Statement, each Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Public Securities offered pursuant and each agreement filed as an exhibit to the Prospectus Registration Statement conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Sale Preliminary Prospectus the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as otherwise set forth in this opinion), no facts have come to the attention of such counsel which should lead them to believe that either the Registration Statement, the Sale Preliminary Prospectus, or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Registration Statementor Prospectus). (viii) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amendedor applicable state securities laws. (ix) No consentTo such counsel’s knowledge, approvalthere is no action, authorization suit or filing with proceeding before or order by any court of any U.S. Federal or New York State governmental agency or body having jurisdiction over body, domestic or foreign, now pending, or threatened against the Company that is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may to be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities described in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinionRegistration Statement.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb Xxxxxxxxxx & Loeb LLP (“L&L”)Xxxxx LLP, counsel to the Company, dated the Closing Date, addressed to the Representative covering the following (subject to standard qualifications and limitations):following: (i) The Based solely on a certificate of good standing dated within 5 days of the Closing Date, the Company and each subsidiary formed under the laws of Nevada has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the ProspectusNevada. (ii) All Based solely as to factual matters on representations and warranties by the Company, all issued and outstanding securities of the Company have been duly authorized and validly issued and and, to our knowledge, are fully paid and non-assessable and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter DocumentsArticles of Incorporation. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The number of authorized, and to the extent of L&L’s our knowledge, outstanding shares of capital stock of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s our knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation operating of law or under the Charter DocumentsArticles of Incorporation. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefortherefore, the number of securities Shares called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (iv) Each of This Agreement and the Applicable Agreements has Representative’s Option Agreement have been duly and validly authorized and executed by the Company and constitutes the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Agreements Lock-Up Agreements, and the Lock-Up Period restrictions on the Company and the Representative’s Option Agreement, and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to our knowledge, , conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Articles of Incorporation or any other governing documents of the Company, or (c) to our knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities Shares offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. , No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, nor as to which such counsel expresses no opinions), nor, to our knowledge, are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Based solely on a notice of effectiveness received from the Commission, the Registration Statement has been declared effective by the Commission. L&L has We have been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of the The NASDAQ Capital Market, any U.S. Federal or Federal, State of New York or State of Nevada court or governmental agency or body having jurisdiction over the Company is required required, under the laws, rules and regulations of the United States of America and the States of Nevada and New York for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made with or obtained by The NASDAQ Capital Market (ii) such as have been made or obtained under the Securities Act and (iiiii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities Shares by you in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not we express an no opinion. (x) The Shares have been approved for listing on The NASDAQ Capital Market upon official notice of issuance. (xi) To our knowledge, the Company is not a party to any written agreement granting any holders of securities of the Company rights to require the registration under the Securities Act of resales of such securities.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb LLP (“L&LLoeb”), special counsel to the Company, and/or Rxxxxx & Sxxxxxx, P.C. (“Rxxxxx”), Mxxxxxxx Islands counsel Maxim Group LLC , 2007 Page 30 of 48 for the Company, dated the Closing Date, addressed to the Representative covering and in form and substance satisfactory to the following (subject Representative to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware its jurisdiction of incorporation, with the requisite corporate full power and authority to own or lease, as the case may be, its properties and operate its properties, and to conduct its business as described in the Registration Statement Statement, the Sale Preliminary Prospectus and the Prospectus. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, except where the failure to qualify would not have a material adverse effect on the Company, its business, assets or operations. (ii) All issued and outstanding securities of the Company (including, without limitation, the Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder shareholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or Bylaws of the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and the applicable foreign and state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, authorized and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are is as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. (iii) The Public Securities and the Representative’s Securities have been duly authorized and, when issued and paid forfor by the Underwriters pursuant to this Agreement, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsAmended and Restated Certificate of Incorporation or Bylaws of the Company or, to such counsel’s knowledge, similar rights that entitle or will entitle any person to acquire any security from the Company upon issuance or sale thereof. The Over-allotment Option When issued, the Warrants and Underwriterthe Representative’s Purchase Option Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such Warrants and Representative’s Warrants, and the Over-allotment Option and the Underwriter’s Purchase Option when issued, are enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the United States and foreign and state laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities and the Representative’s Securities are in due and proper form. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Warrants and Representative’s Warrants. The shares of Common Stock underlying the Warrants and Representative’s Warrants will, upon exercise thereof and payment of the exercise price therefor, Maxim Group LLC , 2007 Page 31 of 48 be duly authorized and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to preemptive or, to such counsel’s knowledge, similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. (iv) Each The Placement Warrants constitute valid and binding obligations of the Applicable Agreements Company to issue and sell, upon exercise thereof and payment therefor, shares of Common Stock called for thereby, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Placement Warrants. The shares of Common Stock underlying the Placement Warrants will, upon exercise of the Warrants and payment of the exercise price thereof, be duly authorized and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to preemptive or, to such counsel’s knowledge, similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. (v) The Company has full right, power and authority to execute and deliver this Agreement, the Warrant Agreement, the Trust Agreement, the Services Agreement, the Subscription Agreement, the Representative’s Purchase Option, the Escrow Agreement and the Registration Rights Agreement and to perform its obligations thereunder, and all corporate action required to be taken for the due and proper authorization, execution and delivery of this Agreement, the Warrant Agreement, the Trust Agreement, the Services Agreement, the Subscription Agreement, the Representative’s Purchase Option, the Escrow Agreement and the Registration Rights Agreement and consummation of the transactions contemplated by this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus have been duly and validly taken. (vi) The Insider Letters, the Subscription Agreement and the Escrow Agreement have been duly authorized, executed and delivered by the Initial Shareholders (or, if applicable, their affiliates) party thereto and constitute the valid and binding obligations of such Initial Shareholders enforceable against them in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the foreign, federal and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Maxim Group LLC , 2007 Page 32 of 48 (vii) this Agreement, the Warrant Agreement, the Trust Agreement, the Services Agreement, the Subscription Agreement, the Representative’s Purchase Option, the Escrow Agreement and the Registration Rights Agreement have each been duly and validly authorized and, when executed and executed delivered by the Company and constitutes Company, constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms. (v) The execution, delivery and performance of the Applicable Agreements by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both except: (a) conflict withas such enforceability may be limited by bankruptcy, insolvency, reorganization or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, similar laws affecting creditors’ rights generally; (b) result in as enforceability of any violation of indemnification or contribution provisions may be limited under the provisions of the Charter Documents or any other governing documents of the Companyforeign, or federal and state laws; and (c) violate any U.S. Federal or New York State statute or that the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable remedy of specific performance and injunctive and other forms of equitable relief may be subject to the Company, or of any U.S. Federal or New York State regulatory authority. (vi) The Registration Statement equitable defenses and to the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements discretion of the Act and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are court before which any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as proceeding therefor may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinionbrought.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb Vxxxxxx LLP (“L&LVenable”), counsel to the Company, dated the Closing Date, addressed to the Representative covering and in form and substance satisfactory to the following (subject Representative to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with its state of incorporation. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the requisite corporate power character of its operations requires such qualification or licensing, except where the failure to own or lease, as qualify would not have a material adverse effect on the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the ProspectusCompany. (ii) All issued and outstanding securities shares of Common Stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Articles of Incorporation or Bylaws of the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, authorized and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are is as set forth in the Prospectus. (iii) The Public shares of Common Stock included in the Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public shares of Common Stock included in the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsArticles of Incorporation or Bylaws of the Company. The Over-allotment Option and UnderwriterWhen issued, the Representative’s Purchase Option Option, the Representative’s Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such Warrants, the Representative’s Purchase Option, and the Over-allotment Option and the UnderwriterRepresentative’s Purchase Option Warrants, when issued, in each case, are enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. (iv) Each of This Agreement, the Applicable Agreements Warrant Agreement, the Services Agreement, the Trust Agreement the Escrow Agreement have each been duly and validly authorized and, when executed and delivered by the Company, constitute, and the Representative’s Purchase Option has been duly and validly authorized and executed by the Company and, when executed and constitutes delivered, will constitute, the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Representative’s Purchase Option, the Escrow Agreement, the Trust Agreement and the Services Agreement, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Articles of Incorporation or any other governing documents the By-Laws of the Company, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement Statement, the Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, as to which such counsel expresses no opinions), nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as requiredrequired (except for the contracts and documents described in the “Underwriting” section of the Registration Statement, as to which such counsel expresses no opinions). (vii) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Preliminary Prospectus, the Registration Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Prospectus, the Registration Statement and Prospectus (except as otherwise set forth in this opinion), no facts have come to the attention of such counsel which lead them to believe that either the Preliminary Prospectus as of ___, 2006, the Registration Statement as of the Effective Date, or the Prospectus or any amendment or supplement thereto, as of its respective date and as of the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Preliminary Prospectus, the Registration Statement or Prospectus). (viii) The Registration Statement has been declared become effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amendedor applicable state securities laws. (ix) No consentTo such counsel’s knowledge, approvalthere is no action, authorization suit or filing with proceeding before or order by any court of any U.S. Federal or New York State governmental agency or body having jurisdiction over body, domestic or foreign, now pending, or threatened against the Company that is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may to be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities described in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinionRegistration Statement.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb Gusrae, Kxxxxx, Xxxxx & Loeb LLP (“L&L”)Nxxxxxx PLLC, counsel to the Company, dated the Closing Date, addressed to the Representative covering the following (subject to standard qualifications and limitations):following: (i) The Company and each Subsidiary formed under the laws of the State of Delaware has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its respective properties, and to conduct its business business, as described in the Registration Statement and the Prospectus. The Company and each such Subsidiary is duly registered or qualified to do business as a foreign corporation and is in good standing under the laws of the States of Delaware, Oregon and [●]. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Organizational Documents. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledgeauthorized and, outstanding shares of capital stock Shares of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s our knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsCertificate of Incorporation and Bylaws of the Company. The Over-allotment Option and UnderwriterRepresentative’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefortherefore, the number of securities Shares called for thereby, and the Over-allotment Option and the UnderwriterRepresentative’s Purchase Option are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (iv) Each The issuance of the Applicable Agreements Firm Shares has been duly authorized and, when issued and paid for by you pursuant to this Agreement, the Firm Shares will be validly issued, fully paid and nonassessable. The holders of outstanding shares of capital of the Company are not entitled to any preemptive right, right of first offer or right of first refusal (i) set forth in or provided for by the Company’s currently effective Certificate of Incorporation and Bylaws (the “Organizational Documents”), or (ii) granted by the Company in any currently effective written agreement. The certificates representing the Firm Shares are in due and proper form. (v) This Agreement and the Representative’s Option Agreement have been duly and validly authorized and executed by the Company and constitutes constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (vvi) The execution, delivery and performance of this Agreement, the Applicable Agreements Lock-Up Agreements, and the Lock-Up Period restrictions on the Company and the Representative’s Option Agreement, and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public SecuritiesSecurities thereunder, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents of the CompanyOrganizational Documents, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vivii) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities Shares offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, as to which such counsel expresses no opinions), nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (viiviii) The Registration Statement has been declared effective by the Commission. L&L has We have been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viiiix) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ixx) No consent, approval, authorization or filing with or order of the NASDAQ Stock Market, any U.S. Federal or Federal, State of New York or State of Delaware court or governmental agency or body having jurisdiction over the Company is required required, under the laws, rules and regulations of the United States of America and the States of Delaware and New York for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made with or obtained by the NASDAQ Stock Market (ii) such as have been made or obtained under the Securities Act and (iiiii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities Shares by you in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not we express an no opinion. (xi) The Shares have been approved for listing on the NASDAQ Stock Market upon official notice of issuance. (xii) To our knowledge, the Company is not a party to any written agreement granting any holders of securities of the Company rights to require the registration under the Securities Act of resales of such securities.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb Ellenoff Xxxxxxxx & Loeb Schole LLP (“L&LEGS”), counsel to the Company, dated the Closing Date, addressed to the Representative covering and in form and substance satisfactory to the following (subject Representative to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware its state of incorporation, with the requisite corporate full power and authority to own or lease, as the case may be, its properties and operate its properties, and to conduct its business as described in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. (ii) All issued and outstanding securities of the Company (including, without limitation, the Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or Bylaws of the Company’s Charter Documents. The Except with respect to the Placement Securities which are not covered by this opinion, the offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and, to our knowledge, the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of authorized capital stock of the Company are is as set forth in the Preliminary Prospectus and the Prospectus. The Units, the Common Stock and the Warrants conform to the descriptions thereof contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsAmended and Restated Certificate of Incorporation or Bylaws of the Company or, to such counsel’s knowledge, similar rights that entitle or will entitle any person to acquire any security from the Company upon issuance or sale thereof. The Over-allotment Option and UnderwriterWhen issued, the Representative’s Purchase Option Option, the Representative’s Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and such Warrants, the Representative’s Purchase Option and the Representative’s Warrants, when issued, in each case, will be enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Representative’s Purchase Option, the Warrants and the Representative’s Warrants. The shares of Common Stock underlying the Representative’s Purchase Option, the Warrants and Representative’s Warrants will, upon exercise of the Representative’s Purchase Option, the Warrants and the Representative’s Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to, to such counsel’s knowledge, preemptive or similar rights that entitle or will entitle any person to acquire, to such counsel’s knowledge, any securities from the Company upon issuance thereof. (iv) The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Placement Warrants. The shares of Common Stock underlying the Placement Warrants will, upon exercise thereof and payment of the exercise price therefor, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to, to such counsel’s knowledge, preemptive or similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. (ivv) Each The Company has full corporate right, power and authority to execute and deliver this Agreement, the Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement and the Representative’s Purchase Option and to perform its obligations thereunder, and all corporate action required to be taken for the due and proper authorization, execution and delivery of this Agreement, the Applicable Agreements Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement and the Representative’s Purchase Option has been duly and validly taken. (vi) This Agreement, the Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement and the Representative’s Purchase Option have each been duly and validly authorized and, when executed and executed delivered by the Company and constitutes Company, will constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vvii) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Representative’s Purchase Option, the Escrow Agreement, the Trust Agreement, the Subscription Agreement and the Service Agreement, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Amended and Restated Certificate of Incorporation or any other governing documents the By-Laws of the Company, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (viviii) The Registration Statement Statement, each Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant and each agreement filed as an exhibit to the Prospectus Registration Statement conform in all material respects to the description thereof contained in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (viiix) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b)Act or applicable state securities laws. (viiix) The To such counsel’s knowledge, there is no action, suit or other proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is not and, after giving effect required to the Offering and sale of the Securities and the application of the proceeds thereof as be described in the Registration Statement and the Prospectus, will that is not be, an “investment company” as defined in the Investment Company Act of 1940, as amendedso described. (ixxi) No consent, approval, authorization authorization, order, registration, filing, qualification, license or filing permit of or with any court or order of any U.S. Federal judicial, regulatory or New York State other legal or governmental agency or body having jurisdiction over the Company is required for the execution, delivery and performance by the Company of the Underwriting Agreement or consummation by the Company of the transactions contemplated by the Underwriting Agreement, the Registration Statement, Preliminary Prospectus and the Prospectus, except for (i1) such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Units by the Underwriters (as to which such counsel need express no opinion), (2) such as have been made or obtained under the Securities Act and (ii3) such as may be are required by the NASD. (xii) The statements under the blue sky laws captions “Description of any jurisdiction in connection with the purchase Securities” and distribution Item 14 of Part II of the Securities Registration Statement, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings. The opinion of counsel shall further include a statement to the effect that counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the manner contemplated Registration Statement, Preliminary Prospectus and the Prospectus (except as otherwise set forth in this opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Agreement and in Registration Statement, Preliminary Prospectus or the Prospectus, ). The opinion of counsel shall state that such counsel is not opining as to which L&L does not express an opinionthe Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company or on the Offering.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb LLP (“L&L”)Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, counsel to the CompanyCompany (“SRFF”), dated the Closing Date, addressed to the Representative covering the following (subject to standard qualifications and limitations):Representative, substantially as follows: (i) The Based solely on a certificate of good standing dated within 5 days of the Closing Date, the Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the ProspectusCayman Islands. (ii) All Based solely as to factual matters on representations and warranties by the Company, all issued and outstanding securities of the Company have been duly authorized and validly issued and and, to our knowledge, are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter DocumentsArticles of Association. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&LSRFF’s knowledge, outstanding shares of capital stock of the Company are is as set forth in the Prospectus. (iii) The Public Securities Shares have been duly authorized and, when issued and paid for, will be validly issued and issued, to L&L’s our knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities Firm Shares included in the Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter Documents. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations Articles of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option are enforceable against the Company in accordance with their respective termsAssociation. (iv) Each of the Applicable Agreements This Agreement has been duly and validly authorized and, when executed and executed delivered by the Company and constitutes will constitute, the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms., except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. , 2009 (v) The execution, delivery and performance of this Agreement and the Applicable Lock-up Agreements by the Company and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiessecurities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel’s knowledge, based on representations of the Company made to such counsel and contained in a certificate provided by an executive officer of the Company, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents Articles of the CompanyAssociation, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to the Prospectus securities conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No To our knowledge, no United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, as to which such counsel expresses no opinions), nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as requiredrequired (except for the contracts and documents described in the “Underwriting” section of the Registration Statement, as to which such counsel expresses no opinion). (vii) The Based solely on a notice of effectiveness received from the Commission, the Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b)Act or applicable state securities laws. (viii) The Company is not and, after giving effect to the Offering and sale of the Public Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consentThe opinion of SRFF shall further include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, approvalthe Underwriters and the independent registered public accounting firm of the Company, authorization or filing with or order at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not passing upon and does not assume any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required responsibility for the consummation by the Company accuracy, completeness or fairness of the transactions contemplated by statements contained in the AgreementRegistration Statement and the Prospectus contained therein, except (i) such as have been made or obtained under solely on the Act and (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution basis of the Securities foregoing without independent check and verification, no facts have come to the attention of such counsel which lead them to believe that the Registration Statement or any amendment thereto, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view and shall not be deemed to have rendered an opinion with respect to the financial information, statistical data and information and matters regarding non-United States laws, rules and regulations included in the manner contemplated Registration Statement or the Prospectus). The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Agreement and in Registration Statement or the Prospectus, included therein, as to which L&L does not express an opinion.no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. , 2009

Closing Date Opinion of Counsel. On each of the Closing Date and the Option Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb LLP (“L&L”), counsel to the Company, dated the Closing Date, addressed to the Representative covering and in form and substance satisfactory to the following (subject Representative and its counsel to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with its state of incorporation. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the requisite corporate power character of its operations requires such qualification, except where the failure to own qualify would not have a material adverse effect on the assets, business or lease, as operations of the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the ProspectusCompany. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of authorized capital stock of the Company are is as set forth in the Prospectus. (iii) The Public Securities and the Management Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities and the Management Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsCertificate of Incorporation or Bylaws of the Company. The Over-allotment Option When issued, the Representative's Purchase Option, the Representative's Warrants, the Management Securities, the Management Warrants and Underwriter’s Purchase Option the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such Warrants, the Representative's Purchase Option, and the Over-allotment Option Representative's Warrants, Management Securities and the Underwriter’s Purchase Option Management Warrants, when issued, in each case, are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iv) Each of This Agreement, the Applicable Warrant Agreement, the Services Agreement, the Trust Agreement, the Management Subscription Agreements and the Escrow Agreement have each been duly and validly authorized and, when executed and delivered by the Company, constitute, and the Representative's Purchase Option has been duly and validly authorized and executed by the Company and, when executed and constitutes delivered, will constitute, the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Warrant Agreement, the Representative's Purchase Option, the Escrow Agreement, the Trust Agreement, the Management Subscription Agreements and the Services Agreement and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities and the Management Securities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel's knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration StatementXxxxxxxxxxxx Xxxxxxxxx, (bx) result in any violation of the provisions of the Charter Documents Certificate of Incorporation or any other governing documents the Bylaws of the Company, or (c) to such counsel's knowledge, violate any U.S. Federal or New York State United States statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement Statement, the Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant Securities, all other securities issued or issuable by the Company, and each agreement filed as an exhibit to the Prospectus Registration Statement conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United StatesThe descriptions in the Registration Statement and in the Prospectus, New York State insofar as such statements constitute a summary of statutes, legal matters, contracts, documents or Delaware statute proceedings referred to therein, fairly present in all material respects the information required to be shown with respect to such statutes, legal matters, contracts, documents and proceedings, and such counsel does not know of any statutes or regulation legal or governmental proceedings required to be described in the Prospectus is that are not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed included as exhibits to the Registration Statement that are not so described or filed included as requiredrequired (provided that no opinion need be rendered with respect to the "blue sky" matters and statutes described under "Underwriting"). Upon delivery and payment for the Firm Units on the Closing Date, the Company will not be subject to Rule 419 under the Act and none of the Company's outstanding securities will be deemed to be a "xxxxx stock" as defined in Rule 3a-51-1 under the Exchange Act. (vii) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as otherwise set forth in this opinion), such counsel has no knowledge of any facts which lead them to believe that either the Registration Statement, as of the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or the Prospectus or any amendment or supplement thereto, as of the date of such opinion, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Registration Statement or Prospectus). (viii) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consentTo such counsel's knowledge, approvalthere is no action, authorization suit or filing with proceeding before or order by any court of any U.S. Federal or New York State governmental agency or body having jurisdiction over body, domestic or foreign, now pending, or threatened against the Company that is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may to be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities described in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinionRegistration Statement.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Underwriter shall have received the favorable opinion of Loeb Lev, Berlin & Loeb LLP (“L&L”)Xxxx, P.C., counsel to the Company, dated the Closing Date, addressed to the Representative covering Underwriter and in form and substance satisfactory to Xxxxxx Xxxxxxxx Frome & Xxxxxxxxxx LLP, counsel to the following (subject Underwriter, to standard qualifications and limitations):the effect that: (i) The Company and each of its subsidiaries has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with its respective state of incorporation. The Company and each of its subsidiaries is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any of its respective properties or the character of its respective operations requires such qualification or licensing (except where the failure to be so qualified or licensed would not have a material adverse effect on the Company and its subsidiaries (taken as a whole). (ii) The Company and each of its subsidiaries has all requisite corporate power and authority and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental or regulatory officials and bodies to own or lease, as the case may be, and operate lease its properties, properties and to conduct its business as described in the Registration Statement Prospectus, and the ProspectusCompany and each of its subsidiaries is in compliance with all such authorizations, approvals, orders, licenses, certificates and permits and all federal, state and local laws, rules and regulations. The Company has all requisite corporate power and authority to enter into this Agreement and to carry out the terms and conditions hereof. No consents, approvals, authorizations or orders of, and no filing with any court or governmental agency or body (other than such as may be required under the Act and applicable Blue Sky laws), is required for the valid authorization, issuance, sale and delivery of the Securities, and the consummation of the transactions and agreements contemplated by this Agreement and the Underwriter's Warrants, and as contemplated by the Prospectus or, if required, all such authorizations, approvals, consents, orders, registrations, licenses and permits have been duly obtained and are in full force and effect and have been disclosed to the Underwriter. (iiiii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder holders of any security of the Company arising or similar contractual rights granted by operation the Company. The outstanding options and warrants, if any, to purchase shares of law Common Stock constitute the valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification and contribution provision may be limited under the Company’s Charter Documentsfederal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The offers and sales of the outstanding securities Common Stock and, if any, options and warrants to purchase shares of the Company were Common Stock, have been at all relevant times either registered under the Act and the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, authorized and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are is as set forth under the caption "Capitalization" in the Prospectus. (iiiiv) The Public Securities have been duly authorized and, and when issued and paid fordelivered in accordance herewith will be, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising or similar contractual rights granted by operation the Company. All corporate action required to be taken for the authorization, issuance and sale of law or under the Charter DocumentsSecurities has been duly and validly taken. The Over-allotment Option and When issued, the Underwriter’s Purchase Option 's Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby, and the Over-allotment Option thereby and the Underwriter’s Purchase Option are 's Warrants, when issued, will be enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification and contribution provision may be limited under federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. (ivv) Each Except as set forth in the Prospectus, no holders of any securities of the Applicable Agreements has Company or of any options, warrants or securities of the Company exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration statement to be filed by the Company. (vi) The Shares have been approved for listing on AMEX. (vii) This Agreement and the Underwriter's Warrants have each been duly and validly authorized and when executed and delivered by the Company and constitutes the will constitute valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification provisions may be limited under federal and state securities laws and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vviii) The execution, delivery and performance of this Agreement and the Applicable Agreements Underwriter's Warrants, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby and the compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any material mortgage, deed of trust, note, indenture, loan, contract, commitment or other material agreement or instrument filed as an exhibit instrument, to which the Registration StatementCompany is a party or by which the Company or any of its properties or assets may be bound, (b) result in any violation of any of the provisions of the Charter Documents Certificate of Incorporation or any other governing documents the By-Laws of the Company, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets, or (d) have a material effect on any permit, certification, registration, approval, consent, license or franchise of the Company. (viix) The Registration Statement Statement, each Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements and notes thereto and other financial data included thereintherein or omitted therefrom, as to which no opinion need be rendered) each as of their respective dates complied comply as to form in all material respects with the requirements of the Act and the Regulations. The Securities offered pursuant to and all other securities issued or issuable by the Prospectus Company conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. All statements in the Prospectus (other than those set forth under the caption "Underwriting"), insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations have been reviewed by such counsel and are correct in all material respects. No United States, New York State or Delaware statute or regulation or legal or governmental proceeding required to be described in the Prospectus is not described as required, nor are any contracts contracts, instruments or other documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (viix) Such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company, the Underwriter and counsel to the Underwriter at which the contents of the Registration Statement and Prospectus and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as otherwise expressly set forth in its opinion), on the basis of the foregoing (relying as to the factual matters upon the statements of officers and other representatives of the Company and state officials) no facts have come to the attention of such counsel that caused it to believe that the Registration Statement as amended or supplemented (other than the financial statements and notes thereto and other financial data included therein, or omitted therefrom, as to which no opinion is requested or need be rendered) at the time such Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (other than information omitted therefrom in reliance on Rule 430A under the Act) or the Prospectus (other than the financial statements and notes thereto and other financial data included therein, or omitted therefrom, as to which no opinion is requested or need be rendered) as amended or supplemented, as of its date, the date of this Agreement and as of the date of its opinion, contained an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (xi) The Registration Statement has been declared is effective by under the Commission. L&L has been orally advised by the Staff of the Commission that Act and no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened under the Act or applicable state securities laws. (xii) There is no claim or action by any person pertaining to, or proceeding, pending or threatened, which challenges the exclusive rights of the Company with respect to any Intangibles used in the conduct of its business (including, but not limited to, any such licenses or rights described in the Prospectus as being owned or possessed by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(bCompany). (viiixiii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof Except as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined no default exists in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order due performance and observance of any U.S. Federal term, covenant or New York State condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other material agreement, instrument or other document evidencing an obligation for borrowed money, or any other material agreement, instrument or other document to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries may be bound or to which any of the properties or assets of the Company or any of its subsidiaries is subject. Neither the Company nor any of its subsidiaries is in violation of any term or provision of its respective Certificate of Incorporation or By-Laws, or any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or body court, domestic or foreign, having jurisdiction over the Company is required for the consummation by the Company or any of the transactions contemplated by the Agreementits subsidiaries or any of their respective properties or businesses, except as described in the Prospectus. (ixiv) such as have been made There are no claims, payments, issuances, arrangements or obtained under understandings for services in the Act and (ii) such as may be required under nature of a finder's or origination fee with respect to the blue sky laws of any jurisdiction in connection with the purchase and distribution sale of the Securities in hereunder or financial consulting arrangements or any other arrangements, agreements, understandings, payments or issuances that may affect the manner contemplated in Underwriter's compensation, as determined by the Agreement and NASD. (xv) Except as described in the Prospectus, as to which L&L the Company does not express an opinionown any interest in any corporation, partnership, joint venture, trust or other business entity. (xvi) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened against the Company or any of its subsidiaries, which would have a material adverse effect on the Company. (xvii) The Company and each of its subsidiaries owns or possesses, free and clear of all liens or encumbrances and rights thereto or therein by third parties, other than as described in the Prospectus, the requisite licenses or other rights to use Intangibles owned or used by the Company and each of its subsidiaries (including, but not limited to, any such licenses or right described in the prospectus as being owned or possessed by the Company); except as set forth in the Prospectus, there is no action, suite or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or threatened against the Company or any of its subsidiaries, that might result in any material adverse change in the condition (financial or other), business, prospects or properties of the Company and its subsidiaries taken as a whole. The opinion of counsel for the Company and any opinion relied upon by such counsel shall include a statement to the effect that it may be relied upon by counsel for the Underwriter in their opinion delivered to the Underwriter.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb LLP (“L&LLoeb”), U.S. counsel to the Company, and Xxxxxx and Xxxxxx (“Xxxxxx”), Cayman Islands counsel to the Company, dated as of the Closing Date, addressed to the Representative covering and the following (subject other Underwriters and in form and substance reasonably satisfactory to standard qualifications the Representative. The opinion of Loeb and limitations): (i) The Xxxxxx shall further include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company has been duly organized and representatives of the Underwriters at which the contents of the Registration Statement, final Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is validly existing as a corporation not passing upon and is in good standing under does not assume any responsibility for the laws accuracy, completeness or fairness of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its properties, and to conduct its business as described statements contained in the Registration Statement Statement, final Preliminary Prospectus and the Prospectus. Prospectus (ii) All issued except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and outstanding related notes and schedules and other financial and statistical data included in the Registration Statement, final Preliminary Prospectus or the Prospectus or matters relating to the sale of securities in any jurisdiction outside the U.S.). The opinion of counsel shall state that such counsel is not opining as to the Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of or on the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are as set forth in the ProspectusOffering. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter Documents. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option are enforceable against the Company in accordance with their respective terms. (iv) Each of the Applicable Agreements has been duly and validly authorized and executed by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms. (v) The execution, delivery and performance of the Applicable Agreements by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents of the Company, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the Company, or of any U.S. Federal or New York State regulatory authority. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinion.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb Gusrae, Xxxxxx, Xxxxx & Loeb LLP (“L&L”)Xxxxxxx PLLC, counsel to the Company, dated the Closing Date, addressed to the Representative covering the following (subject to standard qualifications and limitations):following: (i) The Company and each Subsidiary formed under the laws of the State of Delaware has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its respective properties, and to conduct its business business, as described in the Registration Statement and the Prospectus. The Company and each such Subsidiary is duly registered or qualified to do business as a foreign corporation and is in good standing under the laws of the States of Delaware, Oregon and [●]. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Organizational Documents. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledgeauthorized and, outstanding shares of capital stock Shares of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s our knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsCertificate of Incorporation and Bylaws of the Company. The Over-allotment Option and UnderwriterRepresentative’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefortherefore, the number of securities Shares called for thereby, and the Over-allotment Option and the UnderwriterRepresentative’s Purchase Option are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (iv) Each The issuance of the Applicable Agreements Firm Shares has been duly authorized and, when issued and paid for by you pursuant to this Agreement, the Firm Shares will be validly issued, fully paid and nonassessable. The holders of outstanding shares of capital of the Company are not entitled to any preemptive right, right of first offer or right of first refusal (i) set forth in or provided for by the Company’s currently effective Certificate of Incorporation and Bylaws (the “Organizational Documents”), or (ii) granted by the Company in any currently effective written agreement. The certificates representing the Firm Shares are in due and proper form. (v) This Agreement and the Representative’s Option Agreement have been duly and validly authorized and executed by the Company and constitutes constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (vvi) The execution, delivery and performance of this Agreement, the Applicable Agreements Lock-Up Agreements, and the Lock-Up Period restrictions on the Company and the Representative’s Option Agreement, and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public SecuritiesSecurities thereunder, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents of the CompanyOrganizational Documents, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vivii) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities Shares offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, as to which such counsel expresses no opinions), nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (viiviii) The Registration Statement has been declared effective by the Commission. L&L has We have been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viiiix) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ixx) No consent, approval, authorization or filing with or order of the NASDAQ Stock Market, any U.S. Federal or Federal, State of New York or State of Delaware court or governmental agency or body having jurisdiction over the Company is required required, under the laws, rules and regulations of the United States of America and the States of Delaware and New York for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made with or obtained by the NASDAQ Stock Market (ii) such as have been made or obtained under the Securities Act and (iiiii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities Shares by you in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not we express an no opinion. (xi) The Shares have been approved for listing on the NASDAQ Stock Market upon official notice of issuance. (xii) To our knowledge, the Company is not a party to any written agreement granting any holders of securities of the Company rights to require the registration under the Securities Act of resales of such securities.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Representatives shall have received the favorable opinion of Loeb Xxxxxx Xxxxxxx Xxxxx & Loeb Xxxxxx LLP (“L&LXxxxxx”), counsel to the Company, dated the Closing Date, addressed to the Representative Representatives covering the following (subject to standard qualifications and limitations):following: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its respective properties, and to conduct its business business, as described in the Registration Statement and the Prospectus. The Company is duly registered or qualified to do business as a foreign corporation and is in good standing under the laws of New York. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter DocumentsAmended and Restated Certificate of Incorporation. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s Xxxxxx’x knowledge, outstanding shares of capital stock Shares of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and and, to L&L’s our knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsAmended and Restated Certificate of Incorporation. The Over-allotment Option and Underwriter’s Purchase Option Underwriters’ Warrant constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities Shares called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option Underwriters’ Warrants are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (iv) Each of This Agreement and the Applicable Agreements has Underwriters’ Warrant Agreement have been duly and validly authorized and executed by the Company and constitutes constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Agreements Lock-Up Agreements, and the Lock-Up Period restrictions on the Company and the Underwriters’ Warrant Agreement, and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents of the CompanyDocuments, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities Shares offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, as to which such counsel expresses no opinions), nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has We have been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Public Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of the NASDAQ, any U.S. Federal or Federal, State of New York or State of Delaware court or governmental agency or body having jurisdiction over the Company is required required, under the laws, rules and regulations of the United States of America and the States of Delaware and New York for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made with or obtained by NASDAQ, (ii) such as have been made or obtained under the Act Securities Act, and (iiiii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities Shares by you in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not we express an no opinion. (x) The Shares have been approved for listing on NASDAQ Capital Market upon official notice of issuance. (xi) Except as described in the Prospectus, to our knowledge, the Company is not a party to any written agreement granting any holders of securities of the Company rights to require the registration under the Securities Act of resales of such securities.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, if any, the Representative shall have received the favorable opinion of Loeb & Loeb Proskauer Rose LLP (“L&LProskauer”), counsel to the Company, dated as of the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative covering and in form and substance reasonably satisfactory to Mxxxx to the following (subject to standard qualifications and limitations):effect: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with the requisite corporate power State of Delaware. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction listed on Schedule A to own or lease, as the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the Prospectussuch counsel’s opinion. (ii) All Based upon such counsel’s review of the Company’s minute book and in reliance on an officer’s certificate as to receipt of consideration, all issued and outstanding securities shares of Common Stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Documents. The offers Amended and sales Restated Certificate of Incorporation or Bylaws of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are as set forth in the ProspectusCompany. (iii) The Public Securities have been duly authorized andWhen issued, when issued and paid for, the Founder Warrants will be validly issued and to L&L’s knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter Documents. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such Warrants, and the Over-allotment Option and the Underwriter’s Purchase Option when issued, are enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iv) Each The shares of Common Stock issuable upon exercise of the Applicable Agreements Warrants included in the Founder Warrants have been duly authorized and, when executed by the Company and countersigned and issued and delivered against payment therefor pursuant to the Founder Warrants and the Warrant Agreement, will be validly issued, fully paid and non-assessable. The holders of such Common Stock will not be subject to personal liability by reason of being such holders; such Common Stock will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Common Stock (other than such execution, countersignature and delivery at the time of issuance) has been duly and validly taken. (v) The authorized and to such counsel’s knowledge, outstanding capital stock of the Company is as set forth in the Statutory Prospectus and the Prospectus; the offers and sales of the outstanding Common Stock and the Founder Warrants were at all relevant times either registered under the Securities Act or exempt from such registration requirements. (vi) The shares of Common Stock included in the Units and the Underwriters’ Units have been duly authorized and, when executed by the Company and constitutes countersigned, and issued and delivered against payment therefor by the Underwriters pursuant to this Agreement or the Underwriters’ Purchase Option, as the case may be, will be validly issued, fully paid and non-assessable. (vii) The Warrants included in the Units and the Underwriters’ Warrants, when executed, authenticated, issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Underwriters pursuant to this Agreement or the Underwriters’ Purchase Option, as the case may be, will be duly executed, authenticated, issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (viii) The shares of Common Stock issuable upon exercise of the Warrants included in the Units and the Underwriters’ Warrants have been duly authorized and, when executed by the Company and countersigned and issued and delivered against payment therefor pursuant to the Warrants or the Underwriters’ Warrants, as the case may be, and the Warrant Agreement, will be validly issued, fully paid and non-assessable. The holders of such Common Stock will not be subject to personal liability by reason of being such holders; such Common Stock will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Common Stock (other than such execution, countersignature and delivery at the time of issuance) will have been duly and validly taken. (ix) When issued, the Underwriters’ Purchase Option will constitute a valid and binding obligation of the Company to issue and sell, upon exercise thereof and payment of the respective exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Underwriters’ Purchase Option is enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (x) The Securities conform in all material respects to all statements with respect thereto contained in the Statutory Prospectus and the Prospectus. The certificates representing the Common Stock are in due and proper form. (xi) This Agreement, the Warrant Agreement, the Underwriters’ Purchase Option, the Trust Agreement, the Insider Letters, the Founder Warrant Subscription Agreement, the Services Agreement, the Registration Rights Agreement and the Stock Escrow Agreement have each been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vxii) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Underwriters’ Purchase Option, the Trust Agreement, the Insider Letters, the Founder Warrant Subscription Agreement, the Services Agreement, the Registration Rights Agreement and the Stock Escrow Agreement, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Amended and Restated Certificate of Incorporation or any other governing documents the Bylaws of the Company, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or applicable United States federal law, the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the Company, or of any U.S. Federal or New York State regulatory authoritylaw, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company that, in such counsel’s experience, is normally applicable to general business corporations in relation to transactions of the type contemplated by the Underwriting Agreement. (vixiii) The Registration Statement Statement, the Statutory Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied appeared on their face to comply as to form in all material respects with the requirements of the Securities Act and Regulationsthe Rules. The Securities offered pursuant Each agreement filed as an exhibit to the Prospectus conform Registration Statement conforms in all material respects to the description thereof contained in the Registration Statement Statutory Prospectus and the Prospectus. No The descriptions in the Registration Statement and in the Prospectus, insofar as such statements constitute a summary of United StatesStates statutes, New York State legal matters, contracts, documents or Delaware statute proceedings referred to therein, fairly present in all material respects the information required to be shown with respect to such United States statutes, legal matters, contracts, documents and proceedings, and such counsel does not know of any United States statutes or regulation legal or governmental proceedings required to be described in the Prospectus is that are not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed included as exhibits to the Registration Statement that are not so described or filed included as required. (viixiv) The To such counsel’s knowledge, the Registration Statement has been declared is effective by under the CommissionSecurities Act. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened under the Securities Act or applicable state securities laws. (xv) To such counsel’s knowledge, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or threatened against the CommissionCompany that is required to be described in the Statutory Prospectus or the Prospectus. Any required filing The opinion of counsel shall further include a statement to the effect that such counsel has participated in conferences with certain officers and other representatives of the Company, representatives of the Company’s independent registered public accounting firm, representatives of the Underwriters and representatives of the Underwriters’ counsel, at which conferences the contents of the Registration Statement, the Statutory Prospectus and the Prospectus were discussed and, although such counsel is not passing upon and does not assume any responsibility for, and has not independently checked or verified, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Statutory Prospectus and the Prospectus contained therein, on the basis of the foregoing, nothing has come to such counsel’s attention that would lead it to believe that (A) the Registration Statement or any amendment thereto, at the time the Registration Statement or amendment became effective, or (B) the Statutory Prospectus, and at the Applicable Time, or (C) the Prospectus or any required amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under the Securities Actwhich they were made, has been made in the manner and within the time period required by Rule 424(b). not misleading (viiiexcept that such counsel need express no opinion with respect to (i) The Company is not and, after giving effect any disclosures relating to the Offering laws, rules, statutes or regulations of Israel or (ii) the financial statements and sale of the Securities related notes and the application of the proceeds thereof as described schedules thereto and other financial and statistical data and information included in the Registration Statement and Statement, the Statutory Prospectus or the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended). (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinion.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Underwriter shall have received the favorable opinion of Loeb Gusrae, Xxxxxx, Xxxxx & Loeb LLP (“L&L”)Xxxxxxx PLLC, counsel to the Company, dated the Closing Date, addressed to the Representative Underwriter covering the following (subject to standard qualifications and limitations):following: (i) The Company and each Subsidiary formed under the laws of the State of Delaware has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its respective properties, and to conduct its business business, as described in the Registration Statement and the Prospectus. The Company and each such Subsidiary is duly registered or qualified to do business as a foreign corporation and is in good standing under the laws of the States of Delaware, Oregon and [●]. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Organizational Documents. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledgeauthorized and, outstanding shares of capital stock Shares of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s our knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsCertificate of Incorporation and Bylaws of the Company. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefortherefore, the number of securities Shares called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (iv) Each The issuance of the Applicable Agreements Firm Shares has been duly authorized and, when issued and paid for by you pursuant to this Agreement, the Firm Shares will be validly issued, fully paid and nonassessable. The holders of outstanding shares of capital of the Company are not entitled to any preemptive right, right of first offer or right of first refusal (i) set forth in or provided for by the Company’s currently effective Certificate of Incorporation and Bylaws (the “Organizational Documents”), or (ii) granted by the Company in any currently effective written agreement. The certificates representing the Firm Shares are in due and proper form. (v) This Agreement and the Underwriter’s Options have been duly and validly authorized and executed by the Company and constitutes constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (vvi) The execution, delivery and performance of this Agreement, the Applicable Lock-Up Agreements [,] [and] the Lock-Up Period restrictions on the Company and the Underwriter’s Option and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public SecuritiesSecurities thereunder, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents of the CompanyOrganizational Documents, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vivii) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities Shares offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, as to which such counsel expresses no opinions), nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (viiviii) The Registration Statement has been declared effective by the Commission. L&L has We have been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viiiix) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ixx) No consent, approval, authorization or filing with or order of the NASDAQ Stock Market, any U.S. Federal or Federal, State of New York or State of Delaware court or governmental agency or body having jurisdiction over the Company is required required, under the laws, rules and regulations of the United States of America and the States of Delaware and New York for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made with or obtained by the NASDAQ Stock Market (ii) such as have been made or obtained under the Securities Act and (iiiii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities Shares by you in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not we express an no opinion. (xi) The Shares have been approved for listing on the NASDAQ Stock Market upon official notice of issuance. (xii) To our knowledge, the Company is not a party to any written agreement granting any holders of securities of the Company rights to require the registration under the Securities Act of resales of such securities.

Closing Date Opinion of Counsel. On each of the Closing Date and the Option Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb LLP (“L&L”), counsel to the Company, dated the Closing Date, addressed to the Representative covering and in form and substance satisfactory to the following (subject Representative and its counsel to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with its state of incorporation. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the requisite corporate power character of its operations requires such qualification, except where the failure to own qualify would not have a material adverse effect on the assets, business or lease, as operations of the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the ProspectusCompany. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of authorized capital stock of the Company are is as set forth in the Prospectus. (iii) The Public Securities and the Management Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities and the Management Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsCertificate of Incorporation or Bylaws of the Company. The Over-allotment Option When issued, the Underwriter's Purchase Option, the Underwriter's Warrants, the Management Securities, the Management Warrants and Underwriter’s Purchase Option the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such Warrants, the Underwriter's Purchase Option, and the Over-allotment Option Underwriter's Warrants, Management Securities and the Underwriter’s Purchase Option Management Warrants, when issued, in each case, are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iv) Each of This Agreement, the Applicable Warrant Agreement, the Services Agreement, the Trust Agreement, the Management Subscription Agreements and the Escrow Agreement have each been duly and validly authorized and, when executed and delivered by the Company, constitute, and the Underwriter's Purchase Option has been duly and validly authorized and executed by the Company and, when executed and constitutes delivered, will constitute, the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Warrant Agreement, the Underwriter's Purchase Option, the Escrow Agreement, the Trust Agreement, the Management Subscription Agreements and the Services Agreement and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities and the Management Securities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel's knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Certificate of Incorporation or any other governing documents the Bylaws of the Company, or (c) to such counsel's knowledge, violate any U.S. Federal or New York State United States statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement Statement, the Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant Securities, all other securities issued or issuable by the Company, and each agreement filed as an exhibit to the Prospectus Registration Statement conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United StatesThe descriptions in the Registration Statement and in the Prospectus, New York State insofar as such statements constitute a summary of statutes, legal matters, contracts, documents or Delaware statute proceedings referred to therein, fairly present in all material respects the information required to be shown with respect to such statutes, legal matters, contracts, documents and proceedings, and such counsel does not know of any statutes or regulation legal or governmental proceedings required to be described in the Prospectus is that are not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed included as exhibits to the Registration Statement that are not so described or filed included as requiredrequired (provided that no opinion need be rendered with respect to the "blue sky" matters and statutes described under "Underwriting"). Upon delivery and payment for the Firm Units on the Closing Date, the Company will not be subject to Rule 419 under the Act and none of the Company's outstanding securities will be deemed to be a "xxxxx stock" as defined in Rule 3a-51-1 under the Exchange Act. (vii) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus (except as otherwise set forth in this opinion), such counsel has no knowledge of any facts which lead them to believe that either the Registration Statement, as of the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or the Prospectus or any amendment or supplement thereto, as of the date of such opinion, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Registration Statement or Prospectus). (viii) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consentTo such counsel's knowledge, approvalthere is no action, authorization suit or filing with proceeding before or order by any court of any U.S. Federal or New York State governmental agency or body having jurisdiction over body, domestic or foreign, now pending, or threatened against the Company that is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may to be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities described in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinionRegistration Statement.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb LLP (“L&L”), counsel to the CompanyEG&S, dated the Closing Date, addressed to the Representative covering the following (subject and in form and substance satisfactory to standard qualifications and limitations):Loeb that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with its jurisdiction of incorporation. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the requisite corporate power character of its operations requires such qualification or licensing, except where the failure to own qualify would not have a material adverse effect on the assets, business or leaseoperations of the Company. To such counsel’s knowledge, as the case may be, Company is not in violation of any term or provision of its Amended and operate its properties, Restated Memorandum and to conduct its business as described in the Registration Statement and the ProspectusArticles of Association. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder shareholder of the Company arising by operation of law or under the Amended and Restated Memorandum and Articles of Association of the Company’s Charter Documents. The offers and sales of the outstanding securities capital stock of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledgeauthorized and, outstanding shares of capital stock of the Company are is as set forth in the Prospectus. (iii) The Public Securities and Placement Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities and Placement Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsAmended and Restated Memorandum and Articles of Association of the Company. The Over-allotment Option When issued, the Underwriters’ Purchase Option, the Underwriters’ Warrants, the Insider Warrants and Underwriter’s Purchase Option the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such Warrants, the Insider Warrants, the Underwriters’ Purchase Option, and the Over-allotment Option and the Underwriter’s Purchase Option Underwriters’ Warrants, when issued, in each case, are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. (iv) Each of This Agreement, the Applicable Agreements Warrant Agreement, the Trust Agreement, the Services Agreement, the Warrant Purchase Agreement, the Escrow Agreement and the Registration Rights Agreement have each been duly and validly authorized and, when executed and delivered by the Company, constitute, and the Underwriters’ Purchase Option has been duly and validly authorized and executed by the Company and, when executed and constitutes delivered, will constitute, the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) The execution, delivery and performance of this Agreement and the Applicable Ancillary Agreements and compliance by the Company with the terms and provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents Amended and Restated Memorandum and Articles of Association of the Company, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State United States statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the Company of any court, United States federal, state or other regulatory authority or other governmental body having jurisdiction over the Company, its properties or of any U.S. Federal or New York State regulatory authorityassets. (vi) The Registration Statement Statement, the Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied appeared on their face to comply as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to and all other securities issued or issuable by the Prospectus Company conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United StatesThe descriptions in the Registration Statement and in the Prospectus, New York State insofar as such statements constitute a summary of statutes, legal matters, contracts, documents or Delaware statute proceedings referred to therein, fairly present in all material respects the information required to be shown with respect to such statutes, legal matters, contracts, documents and proceedings, and such counsel does not know of any statutes or regulation legal or governmental proceedings required to be described in the Prospectus is that are not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed included as exhibits to the Registration Statement that are not so described or filed included as required. (vii) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b)Act or applicable state securities laws. (viii) To such counsel’s knowledge, there is no action, suit or proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is required to be described in the Registration Statement. (ix) The Company statements under the subheading “United States Federal Income Taxation” under the caption “Taxation”, insofar as such statements constitute a summary of the legal matters, agreements, documents or proceedings referred to therein, fairly and accurately present the information called for with respect to such legal matters, agreements, documents and proceedings. The opinion of counsel shall further include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, the Underwriters and the independent public accountants of the Company, at which conferences the contents of the Registration Statement and the Prospectus contained therein and related matters were discussed and, although such counsel is not andpassing upon and does not assume any responsibility for the accuracy, after giving effect to the Offering and sale completeness or fairness of the Securities and the application of the proceeds thereof as described statements contained in the Registration Statement and the Prospectus, will not be, an “investment company” Prospectus contained therein (except as defined otherwise set forth in the Investment Company Act of 1940foregoing opinion), as amended. (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over solely on the Company is required for the consummation by the Company basis of the transactions contemplated by foregoing without independent check and verification, no facts have come to the Agreementattention of such counsel which lead them to believe that the Registration Statement or any amendment thereto, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or the Prospectus or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no opinion with respect to (i) such as have been made any disclosures relating to the laws, rules, statutes or obtained under regulations of the Act and Cayman Islands (it being understood that counsel is relying on the opinion of Xxxxxx & Xxxxxx with respect to Cayman Islands matters) or (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase financial information and distribution of the Securities statistical data and information included in the manner contemplated in the Agreement and in Registration Statement or the Prospectus, as to which L&L does not express an opinion).

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb Ellenoff Xxxxxxxx & Loeb Schole LLP (“L&LEGS”), counsel to the Company, dated the Closing Date, addressed to the Representative covering and in form and substance satisfactory to the following (subject Representative to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware its state of incorporation, with the requisite corporate full power and authority to own or lease, as the case may be, its properties and operate its properties, and to conduct its business as described in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. (ii) All issued and outstanding securities of the Company (including, without limitation, the Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company’s Charter Documents. The Except with respect to the Placement Securities which are not covered by this opinion, the offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and, to our knowledge, the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of authorized capital stock of the Company are is as set forth in the Preliminary Prospectus and the Prospectus. The Units, the Common Stock and the Warrants conform to the descriptions thereof contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsCertificate of Incorporation or Bylaws of the Company or, to such counsel’s knowledge, similar rights that entitle or will entitle any person to acquire any security from the Company upon issuance or sale thereof. The Over-allotment Option and UnderwriterWhen issued, the Representative’s Purchase Option Option, the Representative’s Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and such Warrants, the Representative’s Purchase Option and the Representative’s Warrants, when issued, in each case, will be enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Representative’s Purchase Option, the Warrants and the Representative’s Warrants. The shares of Common Stock underlying the Representative’s Purchase Option, the Warrants and Representative’s Warrants will, upon exercise of the Representative’s Purchase Option, the Warrants and the Representative’s Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to, to such counsel’s knowledge, preemptive or similar rights that entitle or will entitle any person to acquire, to such counsel’s knowledge, any securities from the Company upon issuance thereof. (iv) The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Placement Warrants. The shares of Common Stock underlying the Placement Warrants will, upon exercise thereof and payment of the exercise price therefor, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to, to such counsel’s knowledge, preemptive or similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. (ivv) Each The Company has full corporate right, power and authority to execute and deliver this Agreement, the Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement and the Representative’s Purchase Option and to perform its obligations thereunder, and all corporate action required to be taken for the due and proper authorization, execution and delivery of this Agreement, the Applicable Agreements Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement and the Representative’s Purchase Option has been duly and validly taken. (vi) This Agreement, the Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement and the Representative’s Purchase Option have each been duly and validly authorized and, when executed and executed delivered by the Company and constitutes Company, will constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vvii) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Representative’s Purchase Option, the Escrow Agreement, the Trust Agreement, the Subscription Agreement and the Service Agreement, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Certificate of Incorporation or any other governing documents the By-Laws of the Company, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (viviii) The Registration Statement Statement, each Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant and each agreement filed as an exhibit to the Prospectus Registration Statement conform in all material respects to the description thereof contained in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (viiix) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b)Act or applicable state securities laws. (viiix) The To such counsel’s knowledge, there is no action, suit or other proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is not and, after giving effect required to the Offering and sale of the Securities and the application of the proceeds thereof as be described in the Registration Statement and the Prospectus, will that is not be, an “investment company” as defined in the Investment Company Act of 1940, as amendedso described. (ixxi) No consent, approval, authorization authorization, order, registration, filing, qualification, license or filing permit of or with any court or order of any U.S. Federal judicial, regulatory or New York State other legal or governmental agency or body having jurisdiction over the Company is required for the execution, delivery and performance by the Company of the Underwriting Agreement or consummation by the Company of the transactions contemplated by the Underwriting Agreement, the Registration Statement, Preliminary Prospectus and the Prospectus, except for (i1) such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Units by the Underwriters (as to which such counsel need express no opinion), (2) such as have been made or obtained under the Securities Act and (ii3) such as may be are required by the NASD. (xii) The statements under the blue sky laws captions “Description of any jurisdiction in connection with the purchase Securities” and distribution Item 14 of Part II of the Securities Registration Statement, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings. The opinion of counsel shall further include a statement to the effect that counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the manner contemplated Registration Statement, Preliminary Prospectus and the Prospectus (except as otherwise set forth in this opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Agreement and in Registration Statement, Preliminary Prospectus or the Prospectus, ). The opinion of counsel shall state that such counsel is not opining as to which L&L does not express an opinionthe Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company or on the Offering.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Representatives shall have received the favorable opinion opinions of Loeb Xxxxxx & Loeb LLP Xxxxxxx, P.C. and Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx and Xxxxx, P.C. (“L&LXxxxx Xxxxx”), each as counsel to the Company, dated the Closing Date, addressed to the Representative covering Representatives and in form and substance satisfactory to the following (subject Representatives to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware its jurisdiction of incorporation, with the requisite corporate full power and authority to own or lease, as the case may be, its properties and operate its properties, and to conduct its business as described in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. (ii) All issued and outstanding securities of the Company (including, without limitation, the Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Amended and Restated Articles of Incorporation or By-laws of the Company’s Charter Documents. The Except with respect to the Placement Securities which are not covered by this opinion, the offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and, to our knowledge, the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of authorized capital stock of the Company are is as set forth in the Preliminary Prospectus and the Prospectus. The Units, the Common Stock and the Warrants conform to the descriptions thereof contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsAmended and Restated Articles of Incorporation or By-laws of the Company or, to such counsel’s knowledge, similar rights that entitle or will entitle any person to acquire any security from the Company upon issuance or sale thereof. The Over-allotment Option When issued, the Representatives’ Purchase Option, the Representatives’ Warrants and Underwriter’s Purchase Option the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and such Warrants, the Representatives’ Purchase Option and the Representatives’ Warrants, when issued, in each case, will be enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Representatives’ Purchase Option, the Warrants and the Representatives’ Warrants. The shares of Common Stock underlying the Representatives’ Purchase Option, the Warrants and Representatives’ Warrants will, upon exercise of the Representatives’ Purchase Option, the Warrants and the Representatives’ Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to, to such counsel’s knowledge, preemptive or similar rights that entitle or will entitle any person to acquire, to such counsel’s knowledge, any securities from the Company upon issuance thereof. (iv) The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Placement Warrants. The shares of Common Stock underlying the Placement Warrants will, upon exercise thereof and payment of the exercise price therefor, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to, to such counsel’s knowledge, preemptive or similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. (ivv) Each The Company has full corporate right, power and authority to execute and deliver this Agreement, the Warrant Agreement, the Service Agreement, the Trust Agreement, the Founder Warrant Purchase Agreement, the Stock Escrow Agreement, the Warrant Escrow Agreement and the Representatives’ Purchase Option and to perform its obligations thereunder, and all corporate action required to be taken for the due and proper authorization, execution and delivery of this Agreement, the Applicable Agreements Warrant Agreement, the Service Agreement, the Trust Agreement, the Founder Warrant Purchase Agreement, the Stock Escrow Agreement, the Warrant Escrow Agreement and the Representatives’ Purchase Option has been duly and validly taken. (vi) This Agreement, the Warrant Agreement, the Service Agreement, the Trust Agreement, the Founder Warrant Purchase Agreement, the Stock Escrow Agreement, the Warrant Escrow Agreement and the Representatives’ Purchase Option have each been duly and validly authorized and, when executed and executed delivered by the Company and constitutes Company, will constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vvii) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Representatives’ Purchase Option, the Stock Escrow Agreement, the Warrant Escrow Agreement, the Trust Agreement, the Founder Warrant Purchase Agreement and the Service Agreement, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both: (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, ; (b) result in any violation of the provisions of the Charter Documents Amended and Restated Articles of Incorporation or any other governing documents the By-laws of the Company, ; or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (viviii) The Registration Statement Statement, each Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant and each agreement filed as an exhibit to the Prospectus Registration Statement conform in all material respects to the description thereof contained in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (viiix) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b)Act or applicable state securities laws. (viiix) The To such counsel’s knowledge, there is no action, suit or other proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is not and, after giving effect required to the Offering and sale of the Securities and the application of the proceeds thereof as be described in the Registration Statement and the Prospectus, will that is not be, an “investment company” as defined in the Investment Company Act of 1940, as amendedso described. (ixxi) No consent, approval, authorization authorization, order, registration, filing, qualification, license or filing permit of or with any court or order of any U.S. Federal judicial, regulatory or New York State other legal or governmental agency or body having jurisdiction over the Company is required for the execution, delivery and performance by the Company of the Underwriting Agreement or consummation by the Company of the transactions contemplated by the Underwriting Agreement, the Registration Statement, Preliminary Prospectus and the Prospectus, except for: (ia) such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Units by the Underwriters (as to which such counsel need express no opinion); (b) such as have been made or obtained under the Act Securities Act; and (c) such as are required by the FINRA. (xii) The statements under the captions “Description of Securities” and Item 14 of Part II of the Registration Statement, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings. The opinion of counsel shall further include a statement to the effect that counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, Preliminary Prospectus and the Prospectus (except as otherwise set forth in this opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to (i) any disclosures relating to the laws, rules, statutes or regulations of Vietnam, China or other countries in Asia, and (ii) the financial statements and related notes and schedules and other financial and statistical data included in the Registration Statement, Preliminary Prospectus or the Prospectus). The opinion of counsel shall state that such counsel is not opining as may be required under to the blue sky laws Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any jurisdiction in connection with the purchase and distribution other securities of the Securities in Company or on the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinionOffering.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb LLP (“L&L”)Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, counsel to the CompanyCompany (“SRFF”), dated the Closing Date, addressed to the Representative covering the following (subject to standard qualifications and limitations):Representative, substantially as follows: (i) The Based solely on a certificate of good standing dated within 5 days of the Closing Date, the Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the ProspectusState of North Carolina. (ii) All Based solely as to factual matters on representations and warranties by the Company, all issued and outstanding securities of the Company have been duly authorized and validly issued and and, to our knowledge, are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter DocumentsArticles of Incorporation. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Securities Act or exempt from such registration requirements. The authorized, and to the extent of L&LSRFF’s knowledge, outstanding shares of capital stock of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and issued, to L&L’s our knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter Documents. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations Articles of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option are enforceable against the Company in accordance with their respective termsIncorporation. (iv) Each of the Applicable Agreements This Agreement has been duly and validly authorized and, when executed and executed delivered by the Company and constitutes Company, constitutes, the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their its respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (v) The execution, delivery and performance of this Agreement and the Applicable Lock-up Agreements by the Company and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel’s knowledge, based on representations of the Company made to such counsel and contained in a certificate provided by an executive officer of the Company, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents Articles of the CompanyIncorporation, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Public Securities conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus Documents. To its knowledge, no United States or state statute or regulation required to be described in the Prospectus Documents is not described as required (except as to the Blue Sky laws of the various states, as to which such counsel expresses no opinions), nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus Documents or to be filed as exhibits to the Registration Statement not so described or filed as required (except for the contracts and documents described in the “Underwriting and Plan of Distribution” section of the Prospectus Supplement, as to which such counsel expresses no opinion). (vii) Based solely on a notice of effectiveness received from the Commission, the Registration Statement is effective under the Securities Act. To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Securities Act or applicable state securities laws. (viii) The Company is not and, after giving effect to the Offering and sale of the Public Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus Documents, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) The opinion of SRFF shall further include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, the Underwriters and the independent registered public accounting firm of the Company, at which conferences the contents of the Registration Statement and the Prospectus Documents contained therein and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus Documents contained therein, solely on the basis of the foregoing without independent check and verification, no facts have come to the attention of such counsel which lead them to believe that the Registration Statement or any amendment thereto, at the time the Registration Statement or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or the Prospectus Documents or any amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view and shall not be deemed to have rendered an opinion with respect to the financial information, statistical data and information and matters regarding non-United States laws, rules and regulations included in the Registration Statement or the Prospectus Documents). The Registration Statement and the Prospectus Documents and any post-effective amendments or supplements thereto (other than the financial statements including notes and schedules, financial data, statistical data and non-United States laws, rules and regulations included in the Registration Statement or the Prospectus Documents, included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Securities Act and Rules and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinion.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb Davies Wxxx Xxxxxxxx & Loeb Vxxxxxxx LLP (“L&LDavies”), counsel to the Company, dated the Closing Date, addressed to the Representative covering and in form and substance satisfactory to counsel to the following (subject Underwriters to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with the requisite corporate power to own or lease, its state of incorporation. The Company is duly qualified and licensed and in good standing as the case may be, and operate its properties, and to conduct its business as described a foreign corporation in the Registration Statement and the ProspectusState of New York. (ii) All issued and outstanding securities shares of Common Stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities shares were issued in violation of the any preemptive rights of any stockholder of the Company arising by operation of law or under the Articles of Incorporation or Bylaws of the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The To our knowledge, the authorized, issued and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are Company, as of April 17, 2006, as set forth under the “Actual” column in the section “Capitalization” in the Prospectus. (iii) The Public shares of Common Stock included in the Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public shares of Common Stock included in or underlying the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsArticles of Incorporation or Bylaws of the Company. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations certificates representing the shares of Common Stock, assuming they in the form filed as Exhibit 4.1, comply with the requirements of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option are enforceable against the Company in accordance with their respective termsDelaware General Corporation Law. (iv) Each of This Agreement, the Applicable Agreements has Warrant Agreement, the Services Agreement, the Trust Agreement, the Escrow Agreement and the Representative’s Purchase Option, have each been duly authorized, executed and validly authorized and executed delivered by the Company Company, and constitutes constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the United States and state securities laws; and (c) as to general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. (v) The executionexecution and delivery of this Agreement, delivery the Warrant Agreement, the Representative’s Purchase Option, the Escrow Agreement and the Trust Agreement do not, and the performance of the Applicable Agreements by the Company with the terms of its obligations hereunder and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do thereunder will not and will not, with or without the giving of notice or the lapse of time, or both (a) conflict withto such counsel’s knowledge, or result in a breach of, of any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument document filed as an exhibit to the Registration Statement, (b) result in any violation violate the Articles of Incorporation or the provisions of the Charter Documents or any other governing documents By-Laws of the Company, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included thereinTo such counsel’s knowledge, as to which there are no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as requiredrequired (except for the contracts and documents described in the “Underwriting” section of the Registration Statement, as to which such counsel expresses no opinion). (vii) The Registration Statement has been declared effective by the Commission. L&L has been orally advised by Based solely on a telephone conversation with the Staff of the Commission that Commission, the Registration Statement has become effective under the Act. To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b)Act or applicable state securities laws. (viii) The To such counsel’s knowledge, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is not and, after giving effect required to the Offering and sale of the Securities and the application of the proceeds thereof as be described in the Registration Statement that is not so described. In addition to the matters set forth above, such opinion shall also include a statement to the effect that nothing has come to the attention of such counsel that leads them to believe that (i) the Registration Statement, at the time it became effective under the Act contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (except that such counsel need express no view as to the financial statements, financial schedules and other statistical or financial data); (ii) that the Statutory Prospectus as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view as to the financial statements, financial schedules and other statistical or financial data); and (iii) the Prospectus, will not beor any supplement thereto, an “investment company” as defined in on the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under date it was filed pursuant to the Act and as of the Closing Date or the Option Closing Date, if any, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements, in the light of the circumstances under which they are made, not misleading (ii) except that such counsel need express no view as may be required under to the blue sky laws of any jurisdiction financial statements, financial schedules and other statistical or financial data). Such opinion shall also include a statement to the effect that the Registration Statement, the Prospectus and each amendment or supplement thereto, appear on their face to comply as to form in connection all material respects with the purchase and distribution requirements of the Securities in Act and the manner contemplated in the Agreement and in the Prospectus, Regulations (except that such counsel need express no view as to which L&L does not express an opinionfinancial statements, financial schedules and other financial data). With respect to such statements, Davies may state that their belief is based upon the procedures set forth therein, but is without independent check and verification.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Underwriter shall have received the favorable opinion of Loeb & Loeb LLP (“L&LLoeb”), counsel to the Company, dated the Closing Date, addressed to the Representative Underwriter covering the following (subject to standard qualifications and limitations):following: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware with as of the requisite corporate power to own or lease, as the case may bedate hereof, and operate is qualified to do business and is in good standing as a foreign corporation in each U.S. state in which its propertiesownership or lease of property or the conduct of business requires such qualification, and except where the failure to conduct its qualify would not have a material adverse effect on the assets, business as described in or operations of the Registration Statement and the ProspectusCompany. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and to Loeb’s knowledge, are fully paid and non-assessable and to Loeb’s knowledge, none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter DocumentsCertificate of Incorporation. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&LLoeb’s knowledge, outstanding shares of capital stock Shares of the Company are is as set forth described in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; and the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation operating of law or under the Charter DocumentsCertificate of Incorporation. The Over-allotment Option and Underwriter’s Purchase Option constitute constitutes valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefortherefore, the number of securities Shares called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option are is enforceable against the Company in accordance with their respective its terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (iv) Each of the Applicable Agreements This Agreement has been duly and validly authorized and executed by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their its respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws or the laws of a foreign jurisdiction, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (v) The execution, delivery and performance of this Agreement (other than performance by the Applicable Company of its obligations under the indemnification section of this Agreement, as to which no opinion is rendered) and, the Lock-Up Agreements and the Lock-Up Period restrictions on the Company, and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Certificate of Incorporation or any other governing documents By-laws of the Company, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law (except we express no opinion on federal securities laws) or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities Shares offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No To our knowledge, no United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, as to which we express no opinion), nor are any contracts or documents known to us of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has We have been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of the NASDAQ Capital Market, any U.S. Federal or Federal, State of New York or State of Delaware court or governmental agency or body having jurisdiction over the Company is required required, under the laws, rules and regulations of the United States of America and the States of Delaware for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made with or obtained by the NASDAQ Capital Market (ii) such as have been made or obtained under the Securities Act and (iiiii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities Shares by you in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not we express an no opinion. (x) The Public Shares have been approved for inclusion on the NASDAQ Capital Market. (xi) To our knowledge, the Company is not a party to any written agreement granting any holders of securities of the Company rights to require the registration under the Securities Act of resales of such securities.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb Hxxxxxx Xxxx LLP (“L&LHR”), counsel to the Company, dated the Closing Date, addressed to the Representative covering and in form and substance satisfactory to the following (subject Representative to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware its state of incorporation, with the requisite corporate full power and authority to own or lease, as the case may be, its properties and operate its properties, and to conduct its business as described in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. (ii) All issued and outstanding securities of the Company (including, without limitation, the Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or Bylaws of the Company’s Charter Documents. The Except with respect to the Placement Securities which are not covered by this opinion, the offers and sales of the outstanding securities of the Company Ordinary Shares were at all relevant times either registered under the Act and, to our knowledge, the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of authorized capital stock of the Company are is as set forth in the Preliminary Prospectus and the Prospectus. The Units, the Ordinary Shares and the Warrants conform to the descriptions thereof contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsAmended and Restated Certificate of Incorporation or Bylaws of the Company or, to such counsel’s knowledge, similar rights that entitle or will entitle any person to acquire any security from the Company upon issuance or sale thereof. The Over-allotment Option and UnderwriterWhen issued, the Representative’s Purchase Option Option, the Representative’s Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and such Warrants, the Representative’s Purchase Option and the Representative’s Warrants, when issued, in each case, will be enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. A sufficient number of Ordinary Shares have been reserved for issuance upon exercise of the Representative’s Purchase Option, the Warrants and the Representative’s Warrants. The Ordinary Shares underlying the Representative’s Purchase Option, the Warrants and Representative’s Warrants will, upon exercise of the Representative’s Purchase Option, the Warrants and the Representative’s Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to, to such counsel’s knowledge, preemptive or similar rights that entitle or will entitle any person to acquire, to such counsel’s knowledge, any securities from the Company upon issuance thereof. (iv) The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. A sufficient number of Ordinary Shares have been reserved for issuance upon exercise of the Placement Warrants. The Ordinary Shares underlying the Placement Warrants will, upon exercise thereof and payment of the exercise price therefor, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to, to such counsel’s knowledge, preemptive or similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. (ivv) Each The Company has full corporate right, power and authority to execute and deliver this Agreement, the Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement and the Representative’s Purchase Option and to perform its obligations thereunder, and all corporate action required to be taken for the due and proper authorization, execution and delivery of this Agreement, the Applicable Agreements Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement and the Representative’s Purchase Option has been duly and validly taken. (vi) This Agreement, the Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement and the Representative’s Purchase Option have each been duly and validly authorized and, when executed and executed delivered by the Company and constitutes Company, will constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vvii) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Representative’s Purchase Option, the Escrow Agreement, the Trust Agreement, the Subscription Agreement and the Service Agreement, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Amended and Restated Certificate of Incorporation or any other governing documents the By-Laws of the Company, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (viviii) The Registration Statement Statement, each Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant and each agreement filed as an exhibit to the Prospectus Registration Statement conform in all material respects to the description thereof contained in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (viiix) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b)Act or applicable state securities laws. (viiix) The To such counsel’s knowledge, there is no action, suit or other proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is not and, after giving effect required to the Offering and sale of the Securities and the application of the proceeds thereof as be described in the Registration Statement and the Prospectus, will that is not be, an “investment company” as defined in the Investment Company Act of 1940, as amendedso described. (ixxi) No consent, approval, authorization authorization, order, registration, filing, qualification, license or filing permit of or with any court or order of any U.S. Federal judicial, regulatory or New York State other legal or governmental agency or body having jurisdiction over the Company is required for the execution, delivery and performance by the Company of the Underwriting Agreement or consummation by the Company of the transactions contemplated by the Underwriting Agreement, the Registration Statement, Preliminary Prospectus and the Prospectus, except for (i1) such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Units by the Underwriters (as to which such counsel need express no opinion), (2) such as have been made or obtained under the Securities Act and (ii3) such as may be are required by the NASD. (xii) The statements under the blue sky laws captions “Description of any jurisdiction in connection with the purchase Securities” and distribution “Taxation” of the Securities Registration Statement, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings. The opinion of counsel shall further include a statement to the effect that counsel has participated in conferences with officers, directors and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the manner contemplated Registration Statement, Preliminary Prospectus and the Prospectus (except as otherwise set forth in this opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Agreement and in Registration Statement, Preliminary Prospectus or the Prospectus, ). The opinion of counsel shall state that such counsel is not opining as to which L&L does not express an opinionthe Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company or on the Offering.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Representatives shall have received the favorable opinion of Loeb & Loeb LLP Ledgewood, P.C. (“L&LLedgewood”), counsel to the Company, dated the Closing Date, addressed to the Representative covering Representatives and in form and substance satisfactory to the following (subject Representatives to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware its state of incorporation, with the requisite corporate , 2006 full power and authority to own or lease, as the case may be, its properties and operate its properties, and to conduct its business as described in the Registration Statement Statement, the Sale Preliminary Prospectus and the Prospectus. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, except where the failure to qualify would not have a Material Adverse Effect. (ii) All issued and outstanding securities of the Company (including, without limitation, the Placement Securities and Incentive Securities) have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law the Delaware General Corporation Law (“DGCL”) or under the Certificate of Incorporation or Bylaws of the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and qualified under the applicable state securities or Blue Sky Laws or exempt from such registration and/or qualification requirements. The authorized, authorized and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are is as set forth in the Sale Preliminary Prospectus and the Prospectus. The Units, the Common Stock, the Warrants and the Incentive Warrants conform to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law the DGCL or under the Charter DocumentsCertificate of Incorporation or Bylaws of the Company or, to such counsel’s knowledge, similar rights that entitle or will entitle any person to acquire any security from the Company upon issuance or sale thereof. When issued, the Warrants and the Incentive Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and the Warrants and the Incentive Warrants, when issued against payment thereof, are enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Overcertificates representing the Public Securities and the Incentive Securities are in due and proper form. As a result of action duly undertaken by the Company’s board of directors, a sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Warrants and the Incentive Warrants. The shares of Common Stock underlying the Warrants and the Incentive Warrants will, upon exercise thereof, as applicable, and payment of the exercise price thereof, be duly and validly issued, fully paid and non-allotment Option assessable and Underwriterwill not have been issued in violation of or , 2006 subject to preemptive rights of any holders of any security of the Company arising by operation of the DGCL or under the Certificate of Incorporation or Bylaws of the Company or, to such counsel’s Purchase Option knowledge, similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. (iv) The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities the shares of Common Stock called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. As a result of action duly undertaken by the Company’s board of directors, a sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Placement Warrants. The shares of Common Stock underlying the Placement Warrants will, upon exercise of the Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to preemptive rights of any holders of any security of the Company arising by operation of the DGCL or under the Certificate of Incorporation or Bylaws of the Company or, to such counsel’s knowledge, similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. (ivv) Each The Company has full right, power and authority to execute and deliver this Agreement, the Warrant Agreement, the Incentive Warrants, the Services Agreements, the Trust Agreement, the Subscription Agreement and the Escrow Agreement and to perform its obligations thereunder, and all corporate action required to be taken for the due and proper authorization, execution and delivery of this Agreement, the Warrant Agreement, the Incentive Warrants, the Services Agreements, the Trust Agreement, the Escrow Agreement and the Subscription Agreement and consummation of the Applicable Agreements transactions contemplated by the Underwriting Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus has been duly and validly authorized taken. (vi) The Insider Letters, the Escrow Agreement and the Keep Well Agreement have been duly authorized, executed and delivered by the Company applicable Initial Stockholders (or, if applicable, their Affiliates) or the officers and constitutes directors of the Company, as applicable, and constitute the valid and binding obligation obligations of such Initial Stockholders or such officers and directors, enforceable against them in accordance with their respective terms, except: (a) that no opinion is rendered with respect to Paragraph 8(a) of each of the Insider Letters between the Company and an officer and/or director of the Company, (b) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (c) as enforceability of any indemnification or contribution provisions , 2006 may be limited under the federal and state securities laws; and (d) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Keep Well Agreement has been duly authorized, executed and delivered by Xxxxx Brothers, LLC. (vii) This Agreement, the Warrant Agreement, the Incentive Warrants, the Services Agreement, the Subscription Agreement, the Trust Agreement and the Escrow Agreement have each been duly and validly authorized and, when executed and delivered by the Company, will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vviii) The execution, delivery and performance of this Agreement, the Applicable Agreements Subscription Agreement, the Warrant Agreement, the Incentive Warrants, the Escrow Agreement, the Trust Agreement and the Services Agreement, the issuance and sale of the Public Securities, Placement Securities and Incentive Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both: (a) conflict withviolate, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Certificate of Incorporation or any other governing documents the By-Laws of the Company, or (c) violate any U.S. Federal statute, rule or New York State statute or the Delaware General Corporation Law or regulation or, to such counsel’s knowledge, any judgment, order or decree, rule or regulation decree applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (viix) The Registration Statement and Statement, the Sale Preliminary Prospectus, the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied comply as to form in all material respects with the requirements of the Act and Regulations. The Public Securities, the Placement Securities offered pursuant and the Incentive Securities and each agreement filed as an exhibit to the Prospectus Registration Statement conform in all material respects to the description thereof contained in the Registration Statement Statement, the Sale Preliminary Prospectus and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, nor as to , 2006 which such counsel expresses no opinions), nor, to such counsel’s knowledge, are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (viix) The Registration Statement has been declared effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b)Act or applicable state securities laws. (viiixi) The To such counsel’s knowledge, there is no action, suit or proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is not and, after giving effect required to the Offering and sale of the Securities and the application of the proceeds thereof as be described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amendedStatement. (ixxii) No consent, approval, authorization authorization, order, registration, filing, qualification, license or filing permit of or with any court or order of any U.S. Federal judicial, regulatory or New York State other legal or governmental agency or body having jurisdiction over the Company is required for the execution, delivery and performance of the Underwriting Agreement or consummation by the Company of the transactions contemplated by the AgreementUnderwriting Agreement and the agreements of the Company described herein, except for: (ia) such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Units by the Underwriters (as to which such counsel need express no opinion), (b) such as have been made or obtained under the Securities Act and (iic) such as may be are required by the NASD. (xiii) The statements under the blue sky laws captions “Comparison to Offerings under Rule 419” and “Description of any jurisdiction in connection with the purchase Securities” and distribution Item 14 of Part II of the Securities Registration Statement and the Sale Preliminary Prospectus, insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters or documents. (xiv) The Shares have been approved for listing on AMEX, subject to official notice of issuance. The opinion of counsel shall further include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the manner contemplated in Company, representatives of the Agreement independent public accountants for the Company and in representatives of the Underwriters at which the contents of the Registration Statement, the Prospectus, as to which L&L and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus (except as otherwise set forth in this opinion), nothing has come to the attention of such counsel which leads it to believe that the Registration Statement or any amendment thereto, including the Rule 430 Information at the time such Registration Statement or any such amendment became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be , 2006 stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that the Sale Preliminary Prospectus, the Prospectus or any amendment or supplement thereto, at the time the Sale Preliminary Prospectus or Prospectus was issued or at the time any such amended or supplemented prospectus was issued, at the Time of Sale or at the Closing Time, included or includes an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need express an opinionno opinion with respect to the financial statements and schedules and other financial and statistical data included in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus).

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb Xxxxxxx Xxxx LLP (“L&LHR”), counsel to the Company, dated the Closing Date, addressed to the Representative covering and in form and substance satisfactory to the following (subject Representative to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware its state of incorporation, with the requisite corporate full power and authority to own or lease, as the case may be, its properties and operate its properties, and to conduct its business as described in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. (ii) All issued and outstanding securities of the Company (including, without limitation, the Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Amended and Restated Certificate of Incorporation or Bylaws of the Company’s Charter Documents. The Except with respect to the Placement Securities which are not covered by this opinion, the offers and sales of the outstanding securities of the Company Ordinary Shares were at all relevant times either registered under the Act and, to our knowledge, the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of authorized capital stock of the Company are is as set forth in the Preliminary Prospectus and the Prospectus. The Units, the Ordinary Shares and the Warrants conform to the descriptions thereof contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsAmended and Restated Certificate of Incorporation or Bylaws of the Company or, to such counsel’s knowledge, similar rights that entitle or will entitle any person to acquire any security from the Company upon issuance or sale thereof. The Over-allotment Option and UnderwriterWhen issued, the Representative’s Purchase Option Option, the Representative’s Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and such Warrants, the Representative’s Purchase Option and the Representative’s Warrants, when issued, in each case, will be enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. A sufficient number of Ordinary Shares have been reserved for issuance upon exercise of the Representative’s Purchase Option, the Warrants and the Representative’s Warrants. The Ordinary Shares underlying the Representative’s Purchase Option, the Warrants and Representative’s Warrants will, upon exercise of the Representative’s Purchase Option, the Warrants and the Representative’s Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to, to such counsel’s knowledge, preemptive or similar rights that entitle or will entitle any person to acquire, to such counsel’s knowledge, any securities from the Company upon issuance thereof. (iv) The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. A sufficient number of Ordinary Shares have been reserved for issuance upon exercise of the Placement Warrants. The Ordinary Shares underlying the Placement Warrants will, upon exercise thereof and payment of the exercise price therefor, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to, to such counsel’s knowledge, preemptive or similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. (ivv) Each The Company has full corporate right, power and authority to execute and deliver this Agreement, the Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement and the Representative’s Purchase Option and to perform its obligations thereunder, and all corporate action required to be taken for the due and proper authorization, execution and delivery of this Agreement, the Applicable Agreements Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement and the Representative’s Purchase Option has been duly and validly taken. (vi) This Agreement, the Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement and the Representative’s Purchase Option have each been duly and validly authorized and, when executed and executed delivered by the Company and constitutes Company, will constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vvii) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Representative’s Purchase Option, the Escrow Agreement, the Trust Agreement, the Subscription Agreement and the Service Agreement, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Amended and Restated Certificate of Incorporation or any other governing documents the By-Laws of the Company, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (viviii) The Registration Statement Statement, each Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant and each agreement filed as an exhibit to the Prospectus Registration Statement conform in all material respects to the description thereof contained in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (viiix) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b)Act or applicable state securities laws. (viiix) The To such counsel’s knowledge, there is no action, suit or other proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is not and, after giving effect required to the Offering and sale of the Securities and the application of the proceeds thereof as be described in the Registration Statement and the Prospectus, will that is not be, an “investment company” as defined in the Investment Company Act of 1940, as amendedso described. (ixxi) No consent, approval, authorization authorization, order, registration, filing, qualification, license or filing permit of or with any court or order of any U.S. Federal judicial, regulatory or New York State other legal or governmental agency or body having jurisdiction over the Company is required for the execution, delivery and performance by the Company of the Underwriting Agreement or consummation by the Company of the transactions contemplated by the Underwriting Agreement, the Registration Statement, Preliminary Prospectus and the Prospectus, except for (i1) such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Units by the Underwriters (as to which such counsel need express no opinion), (2) such as have been made or obtained under the Securities Act and (ii3) such as may be are required by the NASD. (xii) The statements under the blue sky laws captions “Description of any jurisdiction in connection with the purchase Securities” and distribution “Taxation” of the Securities Registration Statement, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings. The opinion of counsel shall further include a statement to the effect that counsel has participated in conferences with officers, directors and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the manner contemplated Registration Statement, Preliminary Prospectus and the Prospectus (except as otherwise set forth in this opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Agreement and in Registration Statement, Preliminary Prospectus or the Prospectus, ). The opinion of counsel shall state that such counsel is not opining as to which L&L does not express an opinionthe Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company or on the Offering.

Closing Date Opinion of Counsel. On the Closing Date and on each Option Closing Date, if any, the Representative Underwriter shall have received the favorable opinion of Loeb & Loeb Proskauer Rose LLP (“L&LProskauer”), counsel to the Company, dated as of the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative covering Underwriter and in form and substance reasonably satisfactory to Xxxxx to the following (subject to standard qualifications and limitations):effect: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with the requisite corporate power State of Delaware. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction listed on Schedule A to own or lease, as the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the Prospectussuch counsel’s opinion. (ii) All Based upon such counsel’s review of the Company’s minute book and in reliance on an officer’s certificate as to receipt of consideration, all issued and outstanding securities shares of Common Stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Documents. The offers Amended and sales Restated Certificate of Incorporation or Bylaws of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are as set forth in the ProspectusCompany. (iii) The Public Securities have been duly authorized andWhen issued, when issued and paid for, the Founder Warrants will be validly issued and to L&L’s knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter Documents. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such Warrants, and the Over-allotment Option and the Underwriter’s Purchase Option when issued, are enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iv) Each The shares of Common Stock issuable upon exercise of the Applicable Agreements Warrants included in the Founder Warrants have been duly authorized and, when executed by the Company and countersigned and issued and delivered against payment therefor pursuant to the Founder Warrants and the Warrant Agreement, will be validly issued, fully paid and non-assessable. The holders of such Common Stock will not be subject to personal liability by reason of being such holders; such Common Stock will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Common Stock (other than such execution, countersignature and delivery at the time of issuance) has been duly and validly taken. (v) The authorized and to such counsel’s knowledge, outstanding capital stock of the Company is as set forth in the Statutory Prospectus and the Prospectus; the offers and sales of the outstanding Common Stock and the Founder Warrants were at all relevant times either registered under the Securities Act or exempt from such registration requirements. (vi) The shares of Common Stock included in the Units and the Underwriter’s Units have been duly authorized and, when executed by the Company and constitutes countersigned, and issued and delivered against payment therefor by the Underwriter pursuant to this Agreement or the Underwriter’s Purchase Option, as the case may be, will be validly issued, fully paid and non-assessable. (vii) The Warrants included in the Units and the Underwriter’s Warrants, when executed, authenticated, issued and delivered in the manner set forth in the Warrant Agreement against payment therefor by the Underwriter pursuant to this Agreement or the Underwriter’s Purchase Option, as the case may be, will be duly executed, authenticated, issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (viii) The shares of Common Stock issuable upon exercise of the Warrants included in the Units and the Underwriter’s Warrants have been duly authorized and, when executed by the Company and countersigned and issued and delivered against payment therefor pursuant to the Warrants or the Underwriter’s Warrants, as the case may be, and the Warrant Agreement, will be validly issued, fully paid and non-assessable. The holders of such Common Stock will not be subject to personal liability by reason of being such holders; such Common Stock will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Common Stock (other than such execution, countersignature and delivery at the time of issuance) will have been duly and validly taken. (ix) When issued, the Underwriter’s Purchase Option will constitute a valid and binding obligation of the Company to issue and sell, upon exercise thereof and payment of the respective exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Underwriter’s Purchase Option is enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (x) The Securities conform in all material respects to all statements with respect thereto contained in the Statutory Prospectus and the Prospectus. The certificates representing the Common Stock are in due and proper form. (xi) This Agreement, the Warrant Agreement, the Underwriter’s Purchase Option, the Trust Agreement, the Insider Letters, the Founder Warrant Subscription Agreement, the Services Agreement, the Registration Rights Agreement and the Stock Escrow Agreement have each been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vxii) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Underwriter’s Purchase Option, the Trust Agreement, the Insider Letters, the Founder Warrant Subscription Agreement, the Services Agreement, the Registration Rights Agreement and the Stock Escrow Agreement, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Amended and Restated Certificate of Incorporation or any other governing documents the Bylaws of the Company, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or applicable United States federal law, the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the Company, or of any U.S. Federal or New York State regulatory authoritylaw, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company that, in such counsel’s experience, is normally applicable to general business corporations in relation to transactions of the type contemplated by the Underwriting Agreement. (vixiii) The Registration Statement Statement, the Statutory Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied appeared on their face to comply as to form in all material respects with the requirements of the Securities Act and Regulationsthe Rules. The Securities offered pursuant Each agreement filed as an exhibit to the Prospectus conform Registration Statement conforms in all material respects to the description thereof contained in the Registration Statement Statutory Prospectus and the Prospectus. No The descriptions in the Registration Statement and in the Prospectus, insofar as such statements constitute a summary of United StatesStates statutes, New York State legal matters, contracts, documents or Delaware statute proceedings referred to therein, fairly present in all material respects the information required to be shown with respect to such United States statutes, legal matters, contracts, documents and proceedings, and such counsel does not know of any United States statutes or regulation legal or governmental proceedings required to be described in the Prospectus is that are not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed included as exhibits to the Registration Statement that are not so described or filed included as required. (viixiv) The To such counsel’s knowledge, the Registration Statement has been declared is effective by under the CommissionSecurities Act. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened under the Securities Act or applicable state securities laws. (xv) To such counsel’s knowledge, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or threatened against the CommissionCompany that is required to be described in the Statutory Prospectus or the Prospectus. Any required filing The opinion of counsel shall further include a statement to the effect that such counsel has participated in conferences with certain officers and other representatives of the Company, representatives of the Company’s independent registered public accounting firm, representatives of the Underwriter and representatives of the Underwriter’s counsel, at which conferences the contents of the Registration Statement, the Statutory Prospectus and the Prospectus were discussed and, although such counsel is not passing upon and does not assume any responsibility for, and has not independently checked or verified, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Statutory Prospectus and the Prospectus contained therein, on the basis of the foregoing, nothing has come to such counsel’s attention that would lead it to believe that (A) the Registration Statement or any amendment thereto, at the time the Registration Statement or amendment became effective, or (B) the Statutory Prospectus, and at the Applicable Time, or (C) the Prospectus or any required amendment or supplement thereto, at the time they were filed pursuant to Rule 424(b) or at the date of such counsel’s opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under the Securities Actwhich they were made, has been made in the manner and within the time period required by Rule 424(b). not misleading (viiiexcept that such counsel need express no opinion with respect to (i) The Company is not and, after giving effect any disclosures relating to the Offering laws, rules, statutes or regulations of Israel or (ii) the financial statements and sale of the Securities related notes and the application of the proceeds thereof as described schedules thereto and other financial and statistical data and information included in the Registration Statement and Statement, the Statutory Prospectus or the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended). (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinion.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb Rxxxxxxxxx & Loeb Pxxxx LLP (“L&LRxxxxxxxxx”), counsel to the Company, dated the Closing Date, addressed to the Representative covering the following (subject to standard qualifications and limitations):following: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its respective properties, and to conduct its business business, as described in the Registration Statement and the Prospectus. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Documents. C of I. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and and, to the extent of L&L’s Rxxxxxxxxx’x knowledge, outstanding shares of capital stock Shares of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s our knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation operating of law or under the Charter Documents. C of I. The Over-allotment Option and Underwriter’s Purchase Option Underwriters’ Warrant constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities Shares called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option Underwriters’ Warrant are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iv) Each of This Agreement and the Applicable Agreements has Underwriters’ Warrant Agreement have been duly and validly authorized and executed by the Company and constitutes constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Agreements Lock-Up Agreements, the Lock-Up Period restrictions on the Company and the Underwriters’ Warrant Agreement, and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents C of I or any other governing documents of the Company, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities Shares offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, as to which such counsel expresses no opinions), nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has We have been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of NASDAQ, any U.S. Federal or Federal, State of New York or State of Delaware court or governmental agency or body having jurisdiction over the Company is required required, under the laws, rules and regulations of the United States of America and the States of Delaware and New York for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made with or obtained by NASDAQ; (ii) such as have been made or obtained under the Act Securities Act; and (iiiii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities Shares by you in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not we express an no opinion. (x) The Shares have been approved for listing on NASDAQ upon official notice of issuance. (xi) To our knowledge, the Company is not a party to any written agreement granting any holders of securities of the Company rights to require the registration under the Securities Act of resales of such securities.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb LLP (“L&L”)Xxxxxx Xxxxxxxx LLP, counsel to the Company, dated the Closing Date, addressed to the Representative covering the following (subject to standard qualifications and limitations):following: (i) The Company and each Subsidiary has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its respective properties, and to conduct its business business, as described in the Registration Statement and the Prospectus. The Company and each such Subsidiary is duly registered or qualified to do business as a foreign corporation and is in good standing under the laws of [ ]. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Organizational Documents. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&LXxxxxx Xxxxxxxx LLP’s knowledge, outstanding shares of capital stock Shares of the Company are as set forth in the Prospectus. (iii) The Public Securities and the Representative’s Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities and the Representative’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter Organizational Documents. The Over-allotment Option and UnderwriterRepresentative’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities Shares called for thereby, and the Over-allotment Option and the UnderwriterRepresentative’s Purchase Option are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iv) Each of This Agreement and the Applicable Agreements has Representative’s Option Agreement have been duly and validly authorized and executed by the Company and constitutes constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) The execution, delivery and performance of this Agreement and the Applicable Agreements Representative’s Option Agreement, and compliance by the Company with the terms and provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Organizational Documents or any other governing documents of the Company, or (c) violate any U.S. Federal statute, rule or New York State statute or the Delaware General Corporation Law regulation, or any judgment, order or decreedecree known to such counsel, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities Shares offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, nor as to which such counsel expresses no opinions), nor, to such counsel’s knowledge, are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has We have been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Public Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of Nasdaq, any U.S. Federal or Federal, State of New York or State of Delaware court or governmental agency or body having jurisdiction over the Company is required required, under the laws, rules and regulations of the United States of America and the States of Delaware and New York for the consummation by the Company of the transactions contemplated by the Agreement or the Representative’s Option Agreement, except (i) such as have been made or obtained by the Company with Nasdaq, (ii) such as have been made or obtained under the Act and the Exchange Act and (iiiii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities Shares by you in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not we express an no opinion. (x) The Shares have been approved for listing on Nasdaq upon official notice of issuance. (xi) To our knowledge, the Company is not a party to any written agreement granting any holders of securities of the Company rights to require the registration under the Act of resales of such securities.

Closing Date Opinion of Counsel. On the Closing Date and the Option Closing Date, if any, the Representative Representatives shall have received the favorable opinion of Loeb Xxxxxx Xxxxxxxx Frome & Loeb LLP (“L&L”)Xxxxxxxxxx LLP, counsel to the Company, dated the Closing Date (or the Option Closing Date, if any), addressed to the Representative covering Representatives and in form and substance satisfactory to Xxxxxxxx Xxxxxx & Xxxxxx, counsel to the following (subject Representatives to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with its state of incorporation. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which it owns or leases any real property or the character of its operations requires such qualification or licensing, except where the failure to qualify would not have a material adverse effect on the Company. (ii) The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental or regulatory officials and bodies to own or lease, as the case may be, lease its properties and operate its properties, and to conduct its business as described in the Registration Statement Prospectus except where the failure to obtain any Permit, singly or in the aggregate, would not have a material adverse effect on the Company, and the ProspectusCompany is and has been doing business in compliance with all such authorizations, approvals, orders, licenses, certificates and permits and all federal, state and local laws, rules and regulations. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consents, approvals, authorizations or orders of, and no filing with any court or governmental agency or body (other than such as may be required under the Act and applicable Blue Sky laws), is required for the valid authorization, issuance, sale and delivery of the Securities, and the consummation of the transactions and agreements contemplated by this Agreement and the Representatives' Purchase Option, and as contemplated by the Prospectus or if so required, all such authorizations, approvals, consents, orders, registrations, licenses and permits have been duly obtained and are in full force and effect and have been disclosed to the Representatives. (iiiii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the statutory preemptive rights of any stockholder holders of any security of the Company arising or to the best of such counsel's knowledge similar contractual rights granted by operation the Company. The outstanding options and warrants to purchase shares of law Common Stock constitute the valid and binding obligations of the Company, enforceable in accordance with their terms except, in each case (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification and contribution provisions may be limited under the Company’s Charter Documentsfederal and state securities laws and public policy, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The To the best of our knowledge, the offers and sales of the outstanding securities Common Stock and options and warrants to purchase shares of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, authorized and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are is as set forth under the caption "Capitalization" in the Prospectus. (iiiiv) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising or, to the best of such counsel's knowledge after due inquiry, similar contractual rights granted by operation the Company. All corporate action required to be taken for the authorization, issuance and sale of law or under the Charter DocumentsSecurities has been duly and validly taken. The Over-allotment Option and Underwriter’s When issued, the Representatives' Purchase Option will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby, thereby and the Over-allotment Option and the Underwriter’s such Representatives' Purchase Option are when issued, in each case, will be enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification provision may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. (ivv) Each To the best of such counsel's knowledge, except as set forth in the Prospectus, no holders of any securities of the Applicable Agreements has Company or of any options, warrants or securities of the Company exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration statement to be filed by the Company. (vi) To the best of such counsel's knowledge, after due inquiry, the shares of Common Stock and the Warrants are eligible for quotation on Nasdaq SmallCap and have been approved for listing on the BSE. (vii) This Agreement and the Representatives' Purchase Option have each been duly and validly authorized and, when executed and executed delivered by the Company and constitutes the Company, will constitute valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification provisions may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vviii) The execution, delivery and performance by the Company of this Agreement and the Representatives' Purchase Option, the issuance and sale of the Applicable Agreements Securities, the consummation of the transactions contemplated hereby and thereby and the compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any material mortgage, deed of trust, note, indenture, loan, contract, commitment or other material agreement or instrument filed as an exhibit instrument, to which the Registration StatementCompany is a party or by which the Company or any of its properties or assets may be bound, (b) result in any violation of the provisions of the Charter Documents Certificate of Incorporation or any other governing documents the By-Laws of the Company, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets, or (d) have a material effect on any permit, certification, registration, approval, consent, license or franchise of the Company. (viix) The Registration Statement Statement, each Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied comply as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to and all other securities issued or issuable by the Prospectus Company conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. The statements in the Prospectus under "Business," "Management," "Certain Transactions," "Risk Factors," "Principal Stockholders," "Description of Securities" and "Shares Eligible for Future Sale" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, Intangibles, rules or regulations or legal conclusions are correct in all material respects. No United States, New York State or Delaware statute or regulation or legal or governmental proceeding required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinion.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Representatives shall have received the favorable opinion of Loeb & Loeb LLP Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx and Xxxxx, P.C. (“L&LXxxxx Xxxxx”), counsel to the Company, dated the Closing Date, addressed to the Representative covering Representatives and in form and substance satisfactory to the following (subject Representatives to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware its jurisdiction of incorporation, with the requisite corporate full power and authority to own or lease, as the case may be, its properties and operate its properties, and to conduct its business as described in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. (ii) All issued and outstanding securities of the Company (including, without limitation, the Placement Securities) have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Amended and Restated Articles of Incorporation or By-laws of the Company’s Charter Documents. The Except with respect to the Placement Securities which are not covered by this opinion, the offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and, to our knowledge, the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of authorized capital stock of the Company are is as set forth in the Preliminary Prospectus and the Prospectus. The Units, the Common Stock and the Warrants conform to the descriptions thereof contained in the Registration Statement, the Preliminary Prospectus and the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsAmended and Restated Articles of Incorporation or By-laws of the Company or, to such counsel’s knowledge, similar rights that entitle or will entitle any person to acquire any security from the Company upon issuance or sale thereof. The Over-allotment Option When issued, the Representatives’ Purchase Option, the Representatives’ Warrants and Underwriter’s Purchase Option the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and such Warrants, the Representatives’ Purchase Option and the Representatives’ Warrants, when issued, in each case, will be enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Representatives’ Purchase Option, the Warrants and the Representatives’ Warrants. The shares of Common Stock underlying the Representatives’ Purchase Option, the Warrants and Representatives’ Warrants will, upon exercise of the Representatives’ Purchase Option, the Warrants and the Representatives’ Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to, to such counsel’s knowledge, preemptive or similar rights that entitle or will entitle any person to acquire, to such counsel’s knowledge, any securities from the Company upon issuance thereof. (iv) The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Placement Warrants. The shares of Common Stock underlying the Placement Warrants will, upon exercise thereof and payment of the exercise price therefor, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to, to such counsel’s knowledge, preemptive or similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. (ivv) Each The Company has full corporate right, power and authority to execute and deliver this Agreement, the Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Stock Escrow Agreement, the Warrant Escrow Agreement and the Representatives’ Purchase Option and to perform its obligations thereunder, and all corporate action required to be taken for the due and proper authorization, execution and delivery of this Agreement, the Applicable Agreements Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Stock Escrow Agreement, the Warrant Escrow Agreement and the Representatives’ Purchase Option has been duly and validly taken. (vi) This Agreement, the Warrant Agreement, the Service Agreement, the Trust Agreement, the Subscription Agreement, the Stock Escrow Agreement, the Warrant Escrow Agreement and the Representatives’ Purchase Option have each been duly and validly authorized and, when executed and executed delivered by the Company and constitutes Company, will constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (vvii) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Representatives’ Purchase Option, the Stock Escrow Agreement, the Warrant Escrow Agreement, the Trust Agreement, the Subscription Agreement and the Service Agreement, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both: (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, ; (b) result in any violation of the provisions of the Charter Documents Amended and Restated Articles of Incorporation or any other governing documents the By-laws of the Company, ; or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (viviii) The Registration Statement Statement, each Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant and each agreement filed as an exhibit to the Prospectus Registration Statement conform in all material respects to the description thereof contained in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. No United States, New York State or Delaware statute or regulation required to be described in the Prospectus is not described as required, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (viiix) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b)Act or applicable state securities laws. (viiix) The To such counsel’s knowledge, there is no action, suit or other proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is not and, after giving effect required to the Offering and sale of the Securities and the application of the proceeds thereof as be described in the Registration Statement and the Prospectus, will that is not be, an “investment company” as defined in the Investment Company Act of 1940, as amendedso described. (ixxi) No consent, approval, authorization authorization, order, registration, filing, qualification, license or filing permit of or with any court or order of any U.S. Federal judicial, regulatory or New York State other legal or governmental agency or body having jurisdiction over the Company is required for the execution, delivery and performance by the Company of the Underwriting Agreement or consummation by the Company of the transactions contemplated by the Underwriting Agreement, the Registration Statement, Preliminary Prospectus and the Prospectus, except for: (ia) such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Units by the Underwriters (as to which such counsel need express no opinion); (b) such as have been made or obtained under the Act Securities Act; and (iic) such as may be are required by the FINRA. (xii) The statements under the blue sky laws captions “Description of any jurisdiction in connection with the purchase Securities” and distribution Item 14 of Part II of the Securities Registration Statement, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings. The opinion of counsel shall further include a statement to the effect that counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the manner contemplated Registration Statement, Preliminary Prospectus and the Prospectus (except as otherwise set forth in this opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Agreement and in Registration Statement, Preliminary Prospectus or the Prospectus, ). The opinion of counsel shall state that such counsel is not opining as to which L&L does not express an opinionthe Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company or on the Offering.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb Davies Wxxx Xxxxxxxx & Loeb Vxxxxxxx LLP (“L&LDavies”), counsel to the Company, dated the Closing Date, addressed to the Representative covering and in form and substance satisfactory to counsel to the following (subject Underwriters to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with the requisite corporate power to own or lease, its state of incorporation. The Company is duly qualified and licensed and in good standing as the case may be, and operate its properties, and to conduct its business as described a foreign corporation in the Registration Statement and State of New York or in such other jurisdiction in which its ownership or leasing of any properties or the Prospectuscharacter of its operations requires such qualification or licensing, except where the failure to qualify would not have a material adverse effect on the Company. (ii) All issued and outstanding securities shares of Common Stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities shares were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Articles of Incorporation or Bylaws of the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, authorized and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are is as set forth in the Prospectus. (iii) The Public shares of Common Stock included in the Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public shares of Common Stock included in or underlying the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsArticles of Incorporation or Bylaws of the Company. The Over-allotment Option and UnderwriterWhen issued, the Representative’s Purchase Option Option, the Representative’s Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such Warrants, the Representative’s Purchase Option, and the Over-allotment Option and the UnderwriterRepresentative’s Purchase Option Warrants, when issued, in each case, are enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the shares of Common Stock are in due and proper form under the Delaware General Corporation Law. (iv) Each of This Agreement, the Applicable Agreements has Warrant Agreement, the Services Agreement, the Trust Agreement, the Escrow Agreement and the Representative’s Purchase Option, have each been duly and validly authorized authorized, executed and executed delivered by the Company Company, and constitutes constitute, the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) The executionexecution and delivery of this Agreement, delivery the Warrant Agreement, the Representative’s Purchase Option, the Escrow Agreement and the Trust Agreement do not, and the performance of the Applicable Agreements by the Company with the terms of its obligations hereunder and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do thereunder will not and will not, with or without the giving of notice or the lapse of time, or both (a) conflict withto such counsel’s knowledge, or result in a breach of, of any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument document filed as an exhibit to the Registration Statement, (b) result in any violation violate the Articles of Incorporation or the provisions of the Charter Documents or any other governing documents By-Laws of the Company, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement Statement, the Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, as to which such counsel expresses no opinions), nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as requiredrequired (except for the contracts and documents described in the “Underwriting” section of the Registration Statement, as to which such counsel expresses no opinion). (vii) The Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Preliminary Prospectus, the Registration Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Prospectus, the Registration Statement has been declared effective by and Prospectus (except as otherwise set forth in this opinion), no facts have come to the Commission. L&L has been orally advised by attention of such counsel which lead them to believe that either the Preliminary Prospectus, the Registration Statement as of the Effective Date, or the Prospectus or any amendment or supplement thereto, as of its respective date and as of the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Preliminary Prospectus, the Registration Statement or Prospectus). (viii) Based solely on a telephone conversation with the Staff of the Commission that Commission, the Registration Statement has become effective under the Act. To such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b)Act or applicable state securities laws. (viiiix) The To such counsel’s knowledge, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is not and, after giving effect required to the Offering and sale of the Securities and the application of the proceeds thereof as be described in the Registration Statement that is not so described. In rendering such opinion, Davies may rely as to matters governed by the laws of states other than New York, the General Corporation Law of the State of Delaware or Federal laws, on local counsel in such jurisdictions provided that in each case Davies shall state that they believe that they and the Underwriters are justified in relying on such other counsel. In addition to the matters set forth above, such opinion shall also include a statement to the effect that nothing has come to the attention of such counsel that leads them to believe that (i) the Registration Statement, at the time it became effective under the Act contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) that the Disclosure Package [Statutory Prospectus] as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that such counsel need express no view as to financial statement, financial schedules and other financial data); and (iii) the Prospectus, will not beor any supplement thereto, an “investment company” as defined in on the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of any U.S. Federal or New York State governmental agency or body having jurisdiction over the Company is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under date it was filed pursuant to the Act and as of the Closing Date or the Option Closing Date, if any, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements, in the light of the circumstances under which they are made, not misleading (ii) except that such counsel need express no view as may be required under to financial statements, financial schedules and other financial data). Such opinion shall also include a statement to the blue sky laws of any jurisdiction effect that the Registration Statement, the Prospectus and each amendment or supplement thereto, comply as to form in connection all material respects with the purchase and distribution requirements of the Securities in Act and the manner contemplated in the Agreement and in the Prospectus, Regulations (except that such counsel need express no view as to which L&L does not express an opinionfinancial statements, financial schedules and other financial data). With respect to such statements, Davies may state that their belief is based upon the procedures set forth therein, but is without independent check and verification, except customary due diligence.

Closing Date Opinion of Counsel. On the Closing Date, the Representative Representatives shall have received the favorable opinion of Loeb Xxxxxx Xxxxxxx Xxxxx & Loeb Xxxxxx LLP (“L&LXxxxxx”), counsel to the Company, dated the Closing Date, addressed to the Representative Representatives covering the following (subject to standard qualifications and limitations):following: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its respective properties, and to conduct its business business, as described in the Registration Statement and the Prospectus. The Company is duly registered or qualified to do business as a foreign corporation and is in good standing under the laws of New York. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter DocumentsAmended and Restated Certificate of Incorporation or, to the extent of Xxxxxx'x knowledge, contractual preemptive rights. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s Xxxxxx’x knowledge, outstanding shares of capital stock Shares of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and and, to L&L’s our knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsAmended and Restated Certificate of Incorporation or, to the extent of Xxxxxx'x knowledge, contractual preemptive rights. The Over-allotment Option and Underwriter’s Purchase Option Underwriters’ Warrant constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities Shares called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option Underwriters’ Warrants are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (iv) Each of This Agreement and the Applicable Agreements has Underwriters’ Warrant Agreement have been duly and validly authorized and executed by the Company and constitutes constitute the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Agreements Lock-Up Agreements, and the Lock-Up Period restrictions on the Company and the Underwriters’ Warrant Agreement, and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securities, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents or any other governing documents of the CompanyDocuments, or (c) violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities Shares offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, nor are as to which such counsel expresses no opinions), nor, to the extent of Xxxxxx'x knowledge, any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as required. (vii) The Registration Statement has been declared effective by the Commission. L&L has We have been orally advised by the Staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued, and to our knowledge, no proceedings for that purpose have been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Public Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of the NASDAQ, any U.S. Federal or Federal, State of New York or State of Delaware court or governmental agency or body having jurisdiction over the Company is required required, under the laws, rules and regulations of the United States of America and the States of Delaware and New York for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made with or obtained by NASDAQ, (ii) such as have been made or obtained under the Act Securities Act, and (iiiii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities Shares by you in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not we express an no opinion. (x) The Shares have been approved for listing on NASDAQ Capital Market upon official notice of issuance. (xi) Except as described in the Prospectus, to our knowledge, the Company is not a party to any written agreement granting any holders of securities of the Company rights to require the registration under the Securities Act of resales of such securities.

Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb LLP (“L&LLoeb”), counsel to the Company, dated the Closing Date, addressed to the Representative covering and in form and substance satisfactory to the following (subject Representative to standard qualifications and limitations):the effect that: (i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with its state of incorporation. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the requisite corporate power character of its operations requires such qualification or licensing, except where the failure to own or lease, as qualify would not have a material adverse effect on the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the ProspectusCompany. (ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized, authorized and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are is as set forth in the Prospectus. (iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledgeissued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter DocumentsCertificate of Incorporation or Bylaws of the Company. The Over-allotment Option and UnderwriterWhen issued, the Representative’s Purchase Option Option, the Representative’s Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for therebythereby and such Warrants, the Representative’s Purchase Option, and the Over-allotment Option and the UnderwriterRepresentative’s Purchase Option Warrants, when issued, in each case, are enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. (iv) Each of This Agreement, the Applicable Agreements has Warrant Agreement, the Representative’s Purchase Option, the Services Agreement, the Trust Agreement and the Escrow Agreement have each been duly and validly authorized and, when executed and executed delivered by the Company and constitutes will constitute, the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provisions may be limited under the United States and state securities laws; and (c) that the remedy of specific performance and injunc-tive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) The execution, delivery and performance of this Agreement, the Applicable Agreements Warrant Agreement, the Representative’s Purchase Option, the Escrow Agreement, the Trust Agreement and the Services Agreement, the issuance and sale of the Securities, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms and provisions thereof hereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Public Securitiesthereof, do not and will not, with or without the giving of notice or the lapse of time, or both both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Charter Documents Certificate of Incorporation or any other governing documents the By-Laws of the Company, or (c) to such counsel’s knowledge, violate any U.S. Federal or New York State statute or the Delaware General Corporation Law or any judgment, order or decree, rule or regulation applicable to the CompanyCompany of any court, domestic or foreign, or of any U.S. Federal federal, state or New York State other regulatory authorityauthority or other governmental body having jurisdiction over the Company, its properties or assets. (vi) The Registration Statement Statement, each Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, as to which no opinion need be rendered) each as of their respective dates complied as to form in all material respects with the requirements of the Act and Regulations. The Securities offered pursuant to the Prospectus conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. No United States, New York State States or Delaware state statute or regulation required to be described in the Prospectus is not described as requiredrequired (except as to the Blue Sky laws of the various states, as to which such counsel expresses no opinion), nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed as requiredrequired (except for the contracts and documents described in the “Underwriting” section of the Registration Statement, as to which such counsel expresses no opinions). (vii) Counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and Prospectus, no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement or the Prospectus or any amendment or supplement thereto, as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to (i) any disclosures relating to the laws, rules, statutes or regulations of India or (ii) the financial statements and schedules and other financial and statistical data included in the Registration Statement or Prospectus). (viii) The Registration Statement has been declared is effective by under the CommissionAct. L&L has been orally advised by the Staff of the Commission that no No stop order suspending the effectiveness of the Registration Statement has been issued, issued and to our knowledge, no proceedings for that purpose have been instituted or overtly are pending or threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amendedor applicable state securities laws. (ix) No consentTo such counsel’s knowledge, approvalthere is no action, authorization suit or filing with proceeding before or order by any court of any U.S. Federal or New York State governmental agency or body having jurisdiction over body, domestic or foreign, now pending, or threatened against the Company that is required for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made or obtained under the Act and (ii) such as may to be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities described in the manner contemplated in the Agreement and in the Prospectus, as to which L&L does not express an opinionRegistration Statement.