Common use of Legal Opinion by PRC Counsel Clause in Contracts

Legal Opinion by PRC Counsel. The legal counsel of Kangping and Shenyang in the PRC shall have issued its legal opinion, in the English language and addressed to Qorus and KRM Fund, that (i) each of Kangping and 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 Kangping and Shenyang are in accordance with the representations set forth in Section 3.3 hereof, (iii) that the Restructuring 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 Shenyang, the all certifications and approvals required to qualify as a wholly foreign owned enterprise ("WFOE Certification") have been received by Shenyang, and such WFOE certifications by their terms do not expire and are not revocable for a period of 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, (vii) Shenyang is entitled to all tax benefits under the PRC and its subdivisions that are enjoyed by a wholly foreign owned enterprise ("WFOE"), (viii) 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 Kangping is currently operating in the PRC, (ix) nothing contained in this Agreement or the transactions contemplated hereunder will affect in any way Shenyang's status and continued status as a WFOE, and (x) Kangping and 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 Kangping Puda and Shenyang Putai in the PRC shall have issued its legal opinion, in the English language and addressed to Qorus Purezza and KRM Fund, that (i) each of Kangping Puda and Shenyang 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 Kangping Puda and Shenyang Putai are in accordance with the representations set forth in Section 3.3 hereof, (iii) that the Restructuring Agreements 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 ShenyangPutai, the all certifications and approvals required to qualify as a wholly foreign owned enterprise ("WFOE Certification") have been received by ShenyangPutai, and such WFOE certifications by their terms do not expire and are not revocable for a period of 20 15 years from the date of issuance, (v) with respect to ShenyangPutai, 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 30December 8, 2005 2004 and allow Shenyang Putai 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 regulationsversa, and (vi) the WFOE Certifications and SAFE Certifications and the continuation thereof are not subject to any conditions which have not already been satisfied, (vii) Shenyang Putai is entitled to all tax benefits under the PRC and its subdivisions that are enjoyed by a wholly foreign owned enterprise ("WFOE"), (viii) Kangping 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 Kangping Puda is currently operating in the PRC, (ix) nothing contained in this Agreement or the transactions contemplated hereunder will affect in any way ShenyangPutai's status and continued status as a WFOE, and (x) Kangping Puda and Shenyang 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.

Legal Opinion by PRC Counsel. The legal counsel of Kangping Shiming and Shenyang WFOE in the PRC shall have issued its legal opinion, in the English language and addressed to Qorus and KRM Fund, that (i) each of Kangping Shiming and Shenyang 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 Kangping Shiming and Shenyang WFOE are in accordance with the representations set forth in Section 3.3 hereof, (iii) that the Restructuring Agreements and 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 ShenyangWFOE, the that all registrations, certifications and approvals required to qualify as a wholly foreign owned enterprise ("WFOE Certification") have been received by ShenyangWFOE, and such WFOE certifications by their terms do not expire and are not revocable for a period of 20 years from the date of issuance, (v) with respect to ShenyangWFOE, 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 were issued on May 30, 2005 and allow Shenyang 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; (vii) Shenyang WFOE is entitled to all tax benefits under the PRC and its subdivisions that are enjoyed by a wholly foreign owned enterprise ("WFOE")in the PRC, (viii) Kangping is in compliance with all environmental and tax laws in the PRC, and Shiming owns all real estate (including land use rights) for each property on which Kangping Shiming is currently operating in the PRC, (ix) nothing contained in this Agreement or the transactions contemplated hereunder will affect in any way ShenyangWFOE'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; (x) Kangping Shiming and Shenyang 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 Kangping Haitian and Shenyang HBC in the PRC shall have issued its legal opinion, in the English language and addressed to Qorus and KRM FundBoundless, that (i) each of Kangping Haitian and Shenyang 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 Kangping Haitian and Shenyang HBC are in accordance with the representations set forth in Section 3.3 hereof, (iii) that the Restructuring Agreements 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 ShenyangHBC, the all certifications and approvals required to qualify as a wholly foreign owned enterprise ("WFOE Certification") have been received by ShenyangHBC, and such WFOE certifications by their terms do not expire and are not revocable for a period of 20 15 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, (viivi) Shenyang HBC is entitled to all tax benefits under the PRC and its subdivisions that are enjoyed by a wholly foreign owned enterprise ("WFOE"), (viiivii) Kangping 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 Kangping Haitian is currently operating in the PRC, (ixviii) nothing contained in this Agreement or the transactions contemplated hereunder will affect in any way ShenyangHBC's status and continued status as a WFOE, and (xix) Kangping Haitian and Shenyang 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.