8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934

Date of Report (date of earliest event reported): December 31, 2009

YONGYE INTERNATIONAL, INC.

(Exact name of registrant as specified in charter)

Nevada	333-143314	20-8051010
(State of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

6th Floor, Suite 608, Xue Yuan International Tower,

No. 1 Zhichun Road, Haidian District, Beijing, PRC

(Address Of Principal Executive Offices) (Zip Code)

+86 10 8232 8866

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On December 31, 2009, Yongye International, Inc. (the “Company”) closed the sale of an additional 1,200,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $7.50 per share, less a 5% underwriting commission, pursuant to the over-allotment option exercised in full by Roth Capital Partners, LLC and Oppenheimer & Co. Inc. (the “Underwriters”) in connection with the Company’s public offering that closed on December 22, 2009.  The exercise of the over-allotment option brings the total number of shares sold by the Company in connection with the offering to 9,200,000 and the total net proceeds received in connection with the offering to approximately $64.87 million, after deducting underwriting discounts and estimated offering expenses. The offering was underwritten by the Underwriters pursuant to the terms of the underwriting agreement by and among the Company and the Underwriters dated as of December 17, 2009, as previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2009.

A copy of the opinion of Lewis and Roca LLP with respect to the legality of the issuance and sale of the additional 1,200,000 shares of Common Stock issued upon exercise of the over-allotment option is filed herewith as Exhibit 5.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
5.1	Opinion of Lewis and Roca LLP

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 31, 2009

YONGYE INTERNATIONAL, INC.
By:	/s/ Zishen Wu
Name:  Zishen Wu
Title:    President and CEO

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EX-5.1

  3993 Howard Hughes Parkway Suite 600 Las Vegas, Nevada  89169

Our File Number:   48855-00001

Exhibit 5.1

December 31, 2009

Yongye International, Inc.

6th Floor, Suite 608

Xue Yuan International Tower

No. 1 Zichun Road, Haidian District

Beijing, PRC

Re:           Yongye International, Inc.

Ladies and Gentlemen:

We have acted as special Nevada counsel for Yongye International, Inc., a Nevada corporation (the “Company”), in connection with the authorization of the issuance and sale by the Company of 1,200,000 shares of common stock, par value $0.001 per share (the “Securities”), pursuant to the Form S-3 Registration Statement (Registration No. 333-163388) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended.

In rendering our opinions set forth below, we reviewed the Underwriting Agreement, dated December 17, 2009, by and among the Company, Roth Capital Partners, LLC and Oppenheimer & Co. Inc. (the “Underwriting Agreement”) and such corporate documents and records of the Company, such certificates of public officials and such other matters as we have deemed necessary or appropriate for purposes of this opinion letter.  As to facts material to the opinions expressed herein, we have relied upon oral and written statements and representations of officers and other representatives of the Company.  We also have assumed (a) the authenticity of all documents submitted to us as originals; (b) the conformity to the originals of all documents submitted to us as copies; (c) the genuineness of all signatures; (d) the legal capacity of natural persons; and (e) the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in all of such documents.

Based upon such examination, and subject to the further assumptions, qualifications and limitations contained herein, it is our opinion that the Securities are validly issued, fully paid and non-assessable.

This opinion letter is rendered as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or any subsequent changes in applicable law that may come to our attention.

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  Yongye International, Inc. December 31, 2009 Page 2

While certain members of this firm are admitted to practice in certain jurisdictions other than Nevada, in rendering the foregoing opinions we have not examined the laws of any jurisdiction other than Nevada or consulted with members of this firm who are admitted in any other jurisdictions other than Nevada with respect to the laws of any other jurisdiction. Accordingly, the opinions we express herein are limited to matters involving Nevada law.

We express no opinion regarding the effect of any securities laws on the shares described in the Registration Statement or the Securities issued by the Company pursuant to the Underwriting Agreement.  It is our understanding that the Company has retained the law firm of Loeb & Loeb LLP to represent it with respect to the Registration Statement and the Underwriting Agreement with respect to matters of U.S. federal securities laws.

We consent to the law firm of Loeb & Loeb LLP relying upon this opinion letter.

We hereby consent to the filing of this opinion letter as an exhibit to a Current Report on Form 8-K of the Company filed with the Commission and to the incorporation by reference of this opinion into the Registration Statement.

Sincerely yours,

/s/ Lewis and Roca LLP

LEWIS AND ROCA LLP