EXHIBIT 5.1
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345 Park Avenue New York, NY 10154-1895 |
Direct 212.407.4000 |
January 17, 2018
ChinaNet Online Holdings, Inc.
No. 3 Min Zhuang Road, Building 6,
Yu Quan Hui Gu Tuspark, Haidian District
Beijing, PRC 100195
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-3 (File No. 333-207466) (the “Registration Statement”) filed by ChinaNet Online Holdings, Inc., a Nevada company (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), which Registration Statement was declared effective by the Commission on October 29, 2015. We are rendering this opinion in connection with the prospectus supplement filed on January 12, 2018 by the Company with the Commission pursuant to Rule 424 under the Act (the “Prospectus Supplement”). The Prospectus Supplement relates to the offering and sale by the Company of 2,150,001 shares of the Company’s common stock, $0.001 par value per share (the “Shares”), warrants (the “Warrants”) to purchase up to an aggregate of 645,000 shares of the Company’s common stock (the “Warrant Shares”), and the underlying Warrant Shares. The Shares and Warrants were issued pursuant to a Securities Purchase Agreement dated January 12, 2018 by and among the Company and the purchasers named therein (the “Purchase Agreement”). We understand that the Shares, Warrants and Warrant Shares are to be offered and sold in the manner described in the Registration Statement and the Prospectus Supplement.
We have acted as the Company’s counsel in connection with the preparation of the Registration Statement and the Prospectus Supplement. In this connection, we have reviewed (a) the Registration Statement; (b) the Prospectus Supplement; (c) the Purchase Agreement; (d) the Warrants; (e) the Company’s Articles of Incorporation, as amended; and (f) the Company's Bylaws. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.
Based upon the foregoing, we are of the opinion that (i) the Shares have been duly authorized and, when such Shares are issued and paid for in accordance with the terms of the Purchase Agreement and the Prospectus Supplement, will be validly issued, fully paid and non-assessable, (ii) the Warrants have been duly authorized by the Company and, when executed by the Company and delivered to the purchasers thereof against payment therefor in accordance with the terms of the Purchase Agreement and the Prospectus Supplement, will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, and (iii) the Warrant Shares have been duly authorized and, when issued and paid for, upon exercise of the Warrants in accordance with the terms therein and the Prospectus Supplement, will be validly issued, fully paid and non-assessable.
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ChinaNet Online Holdings, Inc. January 17, 2018 Page 2 |
Our opinion is limited to the applicable statutory provisions of the Nevada Private Corporations Chapter of the Nevada Revised Statutes, Nev. Rev. Stat. Ch. 78 and, with respect to the Warrants, the laws of the State of New York. We express no opinion with respect to any other laws.
We hereby consent to the filing of this letter with the Commission as an exhibit to the Current Report on Form 8-K to be filed by the Company in connection with the issuance and sale of the Shares in accordance with the requirements of Item 601(b)(5) of Regulation S−K under the Securities Act and to the reference to our firm therein and in the Prospectus Supplement under the caption “Legal Matters.” In giving such consent, we do not thereby admit that this firm is within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission under such Section.
| Very truly yours, | |
| /s/ Loeb & Loeb LLP | |
| Loeb & Loeb LLP |