EX-5.1 5 v090503_ex5-1.htm Unassociated Document
 
October 18, 2007
 
Fuqi International, Inc.
5/F., Block 1, Shi Hua Industrial Zone
Cui Zhu Road North
Shenzhen, 518019
People’s Republic of China
Attention: Yu Kwai Chong

 
Re:
Registration Statement on Form S-1 (SEC File No. 333-144290)
Registration for Sale of up to 7,388,750 Shares of Common Stock
 
Ladies and Gentlemen:
 
We have acted as counsel for Fuqi International, Inc., a Delaware corporation (the “Company”), in connection with a registration statement on Form S-1 (File No. 333-144290) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the public offering of up to 7,388,750 shares (the “Public Offering Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”) As used in this opinion letter the term “Effective Time” means the date and the time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, is declared effective by the Commission. The Public Offering Shares consist of the following:
 
(i) 6,425,000 shares of Common Stock to be sold by the Company in the public offering under the Registration Statement; and
 
(ii) up to 963,750 shares of Common Stock issuable by the Company upon exercise of an option of the representative of the underwriters named in the Registration Statement.
 
You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of this opinion, we have examined the Registration Statement, the Company’s Certificate of Incorporation and Bylaws, each as amended to date, and the corporate action of the Company that provides for the issuance of the Public Offering Shares and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on a Fact Certificate from an officer of the Company.
 
Fuqi International, Inc.
October 18, 2007
Page 2
 
We have made assumptions that are customary in opinions of this kind, including the assumptions of the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents by all parties, other than the Company, where due execution and delivery are prerequisites to the effectiveness thereof. We have not verified any of those assumptions.
 
Our opinion set forth below is limited to the Delaware General Corporation Law (the DGCL). We are not licensed to practice law in the State of Delaware and, accordingly, our opinions as to the DGCL are based solely on a review of the official statutes of the State of Delaware and the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such statutes and provisions. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other laws, the laws of any other jurisdiction or the local laws of any jurisdiction.
 
Based upon and subject to the foregoing, it is our opinion that the Public Offering Shares have been duly authorized and when issued and paid for as described in the Registration Statement, will be, validly issued, fully paid and non-assessable.
 
We are furnishing this opinion letter to you solely in connection with the Registration Statement. You may not rely on this opinion letter in any other connection without our specific prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent we do not thereby admit that we are experts with respect to any part of the Registration Statement, the prospectus or any prospectus supplement within the meaning of the term “expert,” as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
 
Yours truly,

/S/ KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP

KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP