Common use of Legal Opinion by PRC Counsel Clause in Contracts

Legal Opinion by PRC Counsel. The legal counsel of Haitian and HBC in the PRC shall have issued its legal opinion, in the English language and addressed to Boundless, that (i) each of Haitian and HBC are duly formed or organized, validly existing and in good standing under the laws of its jurisdiction of organization and have the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned to be conducted, (ii) that the authorized and registered capital and the shares of capital stock outstanding of Haitian and HBC are in accordance with the representations set forth in Section 3.3 hereof, (iii) that the Restructuring Agreements, the Option Agreement and the Authorization are each valid and binding upon and enforceable against each of the parties thereto under the laws of the PRC and the laws of any other jurisdiction which may be applicable, (iv) with respect to HBC, the all certifications and approvals required to qualify as a wholly foreign owned enterprise ("WFOE Certification") have been received by HBC, and such WFOE certifications by their terms do not expire and are not revocable for a period of 15 years from the date of issuance, (v) the WFOE Certifications and the continuation thereof are not subject to any conditions which have not already been satisfied, (vi) HBC is entitled to all tax benefits under the PRC and its subdivisions that are enjoyed by a wholly foreign owned enterprise ("WFOE"), (vii) Haitian is in compliance with all environmental and tax laws in the PRC, and owns all real estate (including land use rights) for each property on which Haitian is currently operating in the PRC, (viii) nothing contained in this Agreement or the transactions contemplated hereunder will affect in any way HBC's status and continued status as a WFOE, and (ix) Haitian and HBC have all proper authority to enter into this Agreement and the transactions contemplated hereunder, and this Agreement and the transactions contemplated hereunder have been duly authorized and approved by each of their board of directors or comparable governing body and their members or stockholders, and this Agreement and the transactions contemplated hereunder do not require any consents or approvals from any governmental bodies or authorities in the PRC or its subdivisions.

Legal Opinion by PRC Counsel. The legal counsel of Haitian Kangping and HBC Shenyang in the PRC shall have issued its legal opinion, in the English language and addressed to BoundlessQorus and KRM Fund, that (i) each of Haitian Kangping and HBC Shenyang are duly formed or organized, validly existing and in good standing under the laws of its jurisdiction of organization and have the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned to be conducted, (ii) that the authorized and registered capital and the shares of capital stock outstanding of Haitian Kangping and HBC Shenyang are in accordance with the representations set forth in Section 3.3 hereof, (iii) that the Restructuring Agreements, the Option Agreement and the Authorization Agreements are each valid and binding upon and enforceable against each of the parties thereto under the laws of the PRC and the laws of any other jurisdiction which may be applicable, (iv) with respect to HBCShenyang, the all certifications and approvals required to qualify as a wholly foreign owned enterprise ("WFOE Certification") have been received by HBCShenyang, and such WFOE certifications by their terms do not expire and are not revocable for a period of 15 20 years from the date of issuance, (v) with respect to Shenyang, it has filed the applications for and has received any and all foreign exchange certifications and approvals as required from the appropriate national and local branches of the State Administration of Foreign Exchange ("SAFE Certifications") in the PRC, which SAFE Certifications were issued on May 30, 2005 and allow Shenyang to exchange currency of the PRC into currency of the United States and vice versa without limitation, subject to the PRC laws and SAFE rules and regulations, and (vi) the WFOE Certifications and SAFE Certifications and the continuation thereof are not subject to any conditions which have not already been satisfied, (vivii) HBC Shenyang is entitled to all tax benefits under the PRC and its subdivisions that are enjoyed by a wholly foreign owned enterprise ("WFOE"), (viiviii) Haitian Kangping is in compliance with all environmental and tax laws in the PRC, and owns all real estate (including land use rights) for each property on which Haitian Kangping is currently operating in the PRC, (viiiix) nothing contained in this Agreement or the transactions contemplated hereunder will affect in any way HBCShenyang's status and continued status as a WFOE, and (ixx) Haitian Kangping and HBC Shenyang have all proper authority to enter into this Agreement and the transactions contemplated hereunder, and this Agreement and the transactions contemplated hereunder have been duly authorized and approved by each of their board of directors or comparable governing body and their members or stockholders, and this Agreement and the transactions contemplated hereunder do not require any consents or approvals from any governmental bodies or authorities in the PRC or its subdivisions.

Legal Opinion by PRC Counsel. The legal counsel of Haitian Shiming and HBC WFOE in the PRC shall have issued its legal opinion, in the English language and addressed to BoundlessQorus and KRM Fund, that (i) each of Haitian Shiming and HBC WFOE are duly formed or organized, validly existing and in good standing under the laws of its jurisdiction of organization and have the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned to be conducted, (ii) that the authorized and registered capital and the shares of capital stock outstanding of Haitian Shiming and HBC WFOE are in accordance with the representations set forth in Section 3.3 hereof, (iii) that the Restructuring Agreements, the Option Agreement Agreements and the Authorization Manufacturing Agreements are each valid and binding upon and enforceable against each of the parties thereto under the laws of the PRC and the laws of any other jurisdiction which may be applicable, (iv) with respect to HBCWFOE, the that all registrations, certifications and approvals required to qualify as a wholly foreign owned enterprise ("WFOE Certification") have been received by HBCWFOE, and such WFOE certifications by their terms do not expire and are not revocable for a period of 15 20 years from the date of issuance, (v) with respect to WFOE, it has filed the applications and disclosure statements for and has received any and all foreign exchange registrations, certifications and approvals as required from the appropriate national and local branches of the State Administration of Foreign Exchange ("SAFE Certifications") in the PRC, which SAFE Certifications allow WFOE to exchange currency of the PRC into currency of the United States and vice versa without limitation, subject to the PRC laws and SAFE rules and regulations, and (vi) the WFOE Certifications and SAFE Certifications and the continuation thereof are not subject to any conditions which have not already been satisfied, and all disclosure statements and documents related thereto have been duly filed and have been accepted by the PRC authorities without comment or response; (vivii) HBC WFOE is entitled to all tax benefits under the PRC and its subdivisions that are enjoyed by a wholly foreign owned enterprise ("WFOE"), (vii) Haitian is in compliance with all environmental and tax laws in the PRC, and (viii) Shiming owns all real estate (including land use rights) for each property on which Haitian Shiming is currently operating in the PRC, (viiiix) nothing contained in this Agreement or the transactions contemplated hereunder will affect in any way HBCWFOE's status and continued status as a WFOE, and all disclosures regarding this Agreement and the transactions contemplated hereunder have been made to the local or national SAFE authorities and their has been no comment or response to such disclosures; (ixx) Haitian Shiming and HBC WFOE have all proper authority to enter into this Agreement the Restructuring Agreements and the Manufacturing Agreements and the transactions contemplated hereunderthereunder, and this Agreement the Restructuring Agreements and the Manufacturing Agreements and the transactions contemplated hereunder thereunder have been duly authorized and approved by each of their board of directors or comparable governing body and their members or stockholders, and this Agreement the Restructuring Agreements and the Manufacturing Agreements and the transactions contemplated hereunder thereunder do not require any consents or approvals from any governmental bodies or authorities in the PRC or its subdivisions; and (xi) such other matters as reasonably requested by Qorus.

Legal Opinion by PRC Counsel. The legal counsel of Haitian Puda and HBC Putai in the PRC shall have issued its legal opinion, in the English language and addressed to BoundlessPurezza and KRM Fund, that (i) each of Haitian Puda and HBC Putai are duly formed or organized, validly existing and in good standing under the laws of its jurisdiction of organization and have the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned to be conducted, (ii) that the authorized and registered capital and the shares of capital stock outstanding of Haitian Puda and HBC Putai are in accordance with the representations set forth in Section 3.3 hereof, (iii) that the Restructuring Agreements, the Option Agreement and the Authorization are each valid and binding upon and enforceable against each of the parties thereto under the laws of the PRC and the laws of any other jurisdiction which may be applicable, (iv) with respect to HBCPutai, the all certifications and approvals required to qualify as a wholly foreign owned enterprise ("WFOE Certification") have been received by HBCPutai, and such WFOE certifications by their terms do not expire and are not revocable for a period of 15 years from the date of issuance, (v) with respect to Putai, it has filed the applications for and has received any and all foreign exchange certifications and approvals as required from the appropriate national and local branches of the State Administration of Foreign Exchange ("SAFE Certifications") in the PRC, which SAFE Certifications were issued on December 8, 2004 and allow Putai to exchange currency of the PRC into currency of the United States and vice versa, and (vi) the WFOE Certifications and SAFE Certifications and the continuation thereof are not subject to any conditions which have not already been satisfied, (vivii) HBC Putai is entitled to all tax benefits under the PRC and its subdivisions that are enjoyed by a wholly foreign owned enterprise ("WFOE"), (viiviii) Haitian Puda is in compliance with all environmental and tax laws in the PRC, and owns all real estate (including land use rights) for each property on which Haitian Puda is currently operating in the PRC, (viiiix) nothing contained in this Agreement or the transactions contemplated hereunder will affect in any way HBCPutai's status and continued status as a WFOE, and (ixx) Haitian Puda and HBC Putai have all proper authority to enter into this Agreement and the transactions contemplated hereunder, and this Agreement and the transactions contemplated hereunder have been duly authorized and approved by each of their board of directors or comparable governing body and their members or stockholders, and this Agreement and the transactions contemplated hereunder do not require any consents or approvals from any governmental bodies or authorities in the PRC or its subdivisions.