EXHIBITS 5.1 AND 23.2

OPINION OF PEARLMAN SCHNEIDER LLP

PEARLMAN SCHNEIDER LLP

Attorneys-at-Law

2200 Corporate Boulevard, N.W., Suite 210

Boca Raton, Florida 33431-7307

	Telephone
James M. Schneider, Esq.	(561) 362-9595
Charles B. Pearlman, Esq.	Facsimile
Brian A. Pearlman, Esq.	(561) 362-9612

December 15, 2015

Armco Metals Holdings, Inc.

1730 S. Ampheltt Boulevard

Suite 230

San Mateo, CA 94402

Re: Armco Metals Holdings, Inc., a Nevada corporation (the "Company")

Registration Statement on Form S-8 (the "Registration Statement")

Gentlemen:

This opinion is furnished to you in connection with the Registration Statement to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 600,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), to be issued pursuant to restricted stock grants and/or upon exercise of options granted and to be granted under the Company’s Amended and Restated 2009 Stock Incentive Plan, as amended (the “Plan”).This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined the originals or certified copies 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 legal capacity of all natural persons, 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, certified or reproduced copies. We have also assumed that (i) each grant under the Plan setting forth the terms of the right to acquire the Shares has been duly authorized and validly executed and delivered by the parties thereto, and (ii) at the time of each issuance of Shares, there will be sufficient shares of the Company's common stock authorized for issuance under the Company’s Articles of certificate of Incorporation that have not otherwise been issued or reserved or committed for issuance. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company, all of which we assume to be true, correct and complete.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations stated herein, we are of the opinion that the Share, when issued in accordance with the terms of the grant and the Plan and, upon receipt by the Company of the agreed upon consideration therefor, will be validly issued, fully paid and non-assessable. We express no opinion herein as to the laws of any state or jurisdiction other than the Nevada Revised Statutes (including the statutory provisions and all applicable judicial decisions interpreting those laws).

This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matters set forth herein, whether based upon a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.

We hereby consent to the use of this opinion in the Registration Statement to be filed with the SEC. In giving this opinion and such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/ Pearlman Schneider LLP

Pearlman Schneider LLP

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