Exhibit 5.2
JINGTIAN & GONGCHENG
ATTORNEYS AT LAW
Suite 1503, Union Plaza, Xx.00, Xxxxxxxxxxxxxx Xxxxxx, Xxxxxxx, 000000, Xxxxx
Tel: (0000)-00000000 Fax: (0000)-00000000
E-mail address: xxxxx@xxxxxxxx.xxx
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November 5, 20002
To: Acto Digital Video U.S.A. Inc.
RE: SHARE EXCHANGE AGREEMENT DATED SEPTEMBER 30, 2002 AMONG SHENZHEN ACTO
DIGITAL TECH CO. LTD., ACTO DIGITAL VIDEO U.S.A. INC. AND MR. XXXX XXX
Gentlemen:
We have acted as counsel to Shenzhen Acto Digital Tech Co. Ltd., a limited
liability company ("Shenzhen Acto") organized under the laws of the People's
Republic of China (the "PRC") in connection with a Share Exchange Agreement
dated September 30, 2002 among Shenzhen Acto, Acto Digital Video U.S.A. Inc.
(the "Company") and Mr. Xxxx Xxx, an individual residing in the PRC (the "Share
Exchange Agreement").
We have reviewed the Share Exchange Agreement and the registration
Statement of the Company on Form SB-2. We have also examined the organizational
documents of Shenzhen Acto and the documents required to effect the share
exchange pursuant to which the Company has acquired 74.86% of the equity
interests of Shenzhen Acto.
1. Shenzhen Acto is a limited liability company duly organized and
validly existing under the laws of the PRC.
2. Shenzhen Acto has all the requisite power and authority to enter
into the Share Exchange Agreement and to consummate the transactions
contemplated thereby. The execution and delivery of the Share Exchange
Agreement has been duly authorized by all necessary corporate action on the part
of Shenzhen Acto, and no further action is required on the part of the
Corporation to authorize the Agreement.
3. Effective as of the closing of the Share Exchange Agreement, the
Company owns 74.86% of Shenzhen Acto.
Very truly yours,
JINGTIAN & GONGCHENG
By: /s/Chao Ye
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Xxxx Xx