EX-5.1 2 ex5-1.htm EXHIBIT 5.1 ex5-1.htm
Exhibit 5.1
 
 
 
 
 
 
November 27, 2012
 
 
China Armco Metals, Inc.
One Waters Park Drive, Suite 98
San Mateo, CA 94403

Gentlemen:
 
You have requested our opinion, as counsel for China Armco Metals, Inc., a Nevada corporation (the “Company”), in connection with the registration statement on Form S-3 (the “Registration Statement”), under the Securities Act of 1933 (the “Act”), filed by the Company with the Securities and Exchange Commission.
 
This Registration Statement relates to the registration of common stock, preferred stock (including convertible preferred stock), and warrants for equity securities which we may sell from time to time in one or more offerings up to $1,621,356 of common stock, preferred stock, and warrants.
 
We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion. It is our opinion that the shares of common stock and preferred stock to be sold by the Company in future offerings will be duly authorized and legally issued, fully paid and non-assessable upon issuance and the warrants will be binding obligations of the Company upon issuance.
 
No opinion is expressed herein as to any laws other than the laws of the State of Nevada. This opinion opines upon Nevada law including the statutory provisions, all applicable provisions of the statutes and reported judicial decisions interpreting those laws.
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Validity of Securities” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
 
Very truly yours,
 
/S/ ANSLOW + JACLIN LLP
 
ANSLOW + JACLIN LLP
 


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