F-1/A

As filed with the Securities and Exchange Commission on December 8, 2010

Securities Act File No. 333-170847

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

S.E. ASIA EMERGING MARKET CO., LTD

(Exact name of registrant as specified in its charter)

British Virgin Islands  (State or other jurisdiction of incorporation or organization) 6770 (Primary Standard Industrial Classification Code Number) N/A (I.R.S. Employer Identification Number)

Mr. Pranata Hajadi

S.E. Asia Emerging Market Co., Ltd

75 Bukit Timah Road #05-02

Boon Siew Building

Singapore 229833

Tel: 65-6733-1611

Fax: 65-6732-1611

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mr. Pranata Hajadi

S.E. Asia Emerging Market Co., Ltd

75 Bukit Timah Road #05-02

Boon Siew Building

Singapore 229833

Tel: 65-6733-1611

Fax: 65-6732-1611

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
	Barry I. Grossman, Esq. Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 150 East 42nd Street, 11th Floor New York, New York 10017 Tel: (212) 370-1300 Fax: (212) 370-7889	José Santos, Esq. Forbes Hare Palm Grove House PO Box 4649 Road Town Tortola VG1110 British Virgin Islands Tel: +1 (284) 494 1890 Fax: +1 (284) 494 1316	Steven M. Skolnick, Esq.  Lowenstein Sandler PC 65 Livingston Avenue Roseland, New Jersey 07068 Tel: (973) 597-2500 Fax:  (973) 597-2477

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of the registration statement.

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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Unit (1)		Proposed Maximum Aggregate Offering Unit (1)		Amount of Registration Fee
Units, each consisting of one Subunit and one Class A Warrant (2)	1,265,000 Units	$	6.00	$	7,590,000	$	541.17
Subunits included within the Units, each consisting of one Ordinary Share, no par value, and one Class B Warrant	1,265,000 Subunits		—		—		—	(3)
Class A Warrants included as part of the Units(2)	1,265,000 Warrants		—		—		—	(3)
Ordinary Shares underlying the Class A Warrants included in the Units(4)	1,265,000 Shares	$	6.00	$	7,590,000	$	541.17
Ordinary Shares included as part of the Subunits(2)	1,265,000 Shares		—		—		—	(3)
Class B Warrants included as part of the Subunits	1,265,000 Warrants		—		—		—	(3)
Ordinary Shares underlying the Class B Warrants included in the Subunits(4)	1,265,000 Shares	$	3.00	$	3,795,000	$	270.58
Underwriters’ Unit Purchase Option	1 Option	$	100	$	100		—	(3)
Units underlying the Underwriters’ Unit Purchase Option (“Underwriters’ Units”)(4)	110,000 Units	$	7.00	$	770,000	$	54.90
Subunits included within the Units underlying Underwriters’ Units	110,000 Subunits		—		—		—	(3)
Class A Warrants included as part of the Underwriters’ Units(4)	110,000 Warrants		—		—		—	(3)
Ordinary Shares underlying the Class A Warrants included in the Underwriters’ Units(4)	110,000 Shares	$	6.60	$	726,000	$	51.76
Ordinary Shares included as part of Subunits underlying the Underwriters’ Units(4)	110,000 Shares		—		—		—	(3)
Class B warrants included as part of Subunits underlying the Underwriters’ Units(4)	110,000 Warrants		—		—		—	(3)
Ordinary Shares underlying the Class B Warrants included in the Underwriters’ Units(4)	110,000 Shares	$	3.30	$	363,000	$	25.88
Total				$	20,834,100	$	1,485.47	(5)

(1) Estimated solely for the purpose of calculating the registration fee.

(2) Includes: (i) 165,000 subunits, (ii) 165,000 ordinary shares and 165,000 Class B warrants underlying such subunits and (iii) 165,000 Class A warrants underlying such units, which may be issued on exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3) No fee pursuant to Rule 457(g).

(4) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution as a result of share splits, share dividends or similar transactions.

(5) Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to the Registration Statement on Form F-1 of S.E. Asia Emerging Market Co., Ltd. (Commission File No. 333-170847) is to amend and restate Exhibits 5.1 and 5.2. No other changes have been made to the Registration Statement on Form F-1.

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PART II

Item 6.  Indemnification of Directors and Officers.

British Virgin Islands law does not limit the extent to which a company’s amended and restated memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the British Virgin Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.  Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors for any liability incurred in their capacities as such, except through their own fraud or willful default.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

Item 7.  Recent Sales of Unregistered Securities.

During the past three years, we sold the following ordinary shares without registration under the Securities Act:

Shareholders	Number of Shares
Eugene Cho Park		63,250
Pranata Hajadi		50,600
Ivan Hajadi		61,669
Eugene Hin Sun Wong		63,250
James Preissler		31,625
Andrew Sing Tak So		1,581
William B. Heyn		31,625
Boon How Lee		12,650
TOTAL:		316,250

Such ordinary shares were issued on May 21, 2010 in connection with our organization pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as they were sold to our existing shareholders, each an “accredited investor” as defined in Rule 501(a) of the Securities Act.  Such shareholders paid an aggregate of $25,000 for a total of 316,250 shares (up to 41,250 of which are subject to cancellation if the underwriter’s over-allotment option is not exercised in full). No commissions were paid.

Item 8.  Exhibits and Financial Statement Schedules.

See the Exhibit Index, which follows the signature page which is incorporated by reference.

Item 9.  Undertakings.

(a)          The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of the Securities Act;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

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iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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(d) The undersigned hereby undertakes to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering.  Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to Item 512(a)(4) of Regulation S-K and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.  Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

(e) The undersigned registrant hereby undertakes that:

(i) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form F-1 and has duly caused this Amendment No. l to the registration statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized in Singapore, on the 8th day of December, 2010.

S.E. ASIA EMERGING MARKET CO., LTD
By:	/s/ Ivan Hajadi
	Name: Ivan Hajadi
	Title:  Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/ Eugene Cho Park *	Chairman of the Board of Directors	December 8, 2010
Eugene Cho Park
/s/ Pranata Hajadi *	Co-Vice Chairman of the Board of Directors and	December 8, 2010
Pranata Hajadi	Executive Vice President
/s/ Eugene Hin Sun Wong *	Co-Vice Chairman of the Board of Directors and	December 8, 2010
Eugene Hin Sun Wong	Executive Vice President
/s/ Ivan Hajadi	Chief Executive Officer and Director (principal	December 8, 2010
Ivan  Hajadi	executive officer)
/s/ James Preissler*	Chief Financial Officer and Secretary (principal	December 8, 2010
James Preissler	financial officer and principal accounting officer)
/s/ Boon How Lee*	Senior Vice President and Director	December 8, 2010
Boon How Lee

*By: s/ Ivan Hajadi

Ivan  Hajadi

Attorney-in-fact

Authorized Representative in the United States:

By: /s/ Ivan Hajadi Name: Ivan Hajadi Title: Chief Executive Officer and Director Date: December 8, 2010

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Exhibit No.	Description
1.1	Form of Underwriting Agreement.*
3.1	Memorandum and Articles of Association.*
3.2	Form of Amended and Restated Memorandum and Articles of Association.*
4.1	Specimen Unit Certificate.*
4.2	Specimen Subunit Certificate.*
4.3	Specimen Ordinary Shares Certificate.*
4.4	Specimen Class A Warrant Certificate.*
4.5	Specimen Class B Warrant Certificate.*
4.6	Form of Unit Purchase Option to be granted to the underwriters.*
4.7	Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant.*
5.1	Opinion of Forbes Hare.
5.2	Opinion of Ellenoff Grossman & Schole LLP.
10.1	Form of Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.2	Form of Registration Rights Agreement among the Registrant and the Existing Shareholders. *
10.3	Form of Letter Agreement by and between the Registrant and the Existing Shareholders.*
10.4	Form of Subscription Agreement between the Registrant and private placement warrantholders.*
10.5	Promissory Note, dated August 15, 2010, issued by the Registrant to Pranata Hajadi in the amount of $30,000.*
10.6	Promissory Note, dated August 15, 2010, issued by the Registrant to Parallax Venture Partners XX Ltd. in the amount of $30,000. *
10.7	Promissory Note, dated August 15, 2010, issued by the Registrant to Ivan Hajadi in the amount of $30,000.*
10.8	Promissory Note, dated August 15, 2010, issued by the Registrant to James Preissler in the amount of $30,000. *
10.9	Promissory Note, dated August 15, 2010, issued by the Registrant to Sirius Investment Inc. in the amount of $30,000. *
10.10	Form of Right of First Refusal and Corporate Opportunities Agreement among the Registrant, Parallax Capital Management, H&A Advisory Pte., Ltd., Sirius Venture Consulting Pte. Ltd., Persekutuan Hajadi & Associates and Panthera Capital Group.*
10.11	Securities Subscription Agreement dated September 9, 2010 between the Registrant and the Existing Shareholders.*
14.1	Code of Business Conduct and Ethics.*
23.1	Consent of EFP Rotenberg LLP.*
23.2	Consent of Forbes Hare (included in Exhibit 5.1).
23.3	Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.2).
24	Power of Attorney (Included on Signature Page of this registration statement).*

* Previously filed.

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EX-5.1

Palm Grove House · P.O. Box 4649 Road Town · Tortola · VG1110 British Virgin Islands   T: +1 284 494 1890 F: +1 284 494 1316 www.forbeshare.com

EXHIBIT 5.1 OPINION TO SEC

S.E. Asia Emerging Market Co., Ltd.

75 Bukit Timah Road #05-02

Boon Siew Building

Singapore 229833

8 December 2010

Dear Sirs

S.E. Asia Emerging Market Co., Ltd. (the "Company")

We have acted as special British Virgin Islands counsel to the Company to provide this legal opinion in connection with the Company's registration statement on Form F-1, including all amendments or supplements thereto ("Form F-1"), filed with the Securities and Exchange Commission (the "Commission") under the United States Securities Act of 1933 (the "Act"), as amended (the "Registration Statement") related to the offering and sale of up to (i) 1,265,000 units ("Units"), with each Unit consisting of one subunit of the Company and once class A warrant (“Class A Warrant”) and each subunit consisting of one ordinary share, no par value per share of the Company (the "Shares"), and one Class B warrant to purchase one Share (the "Class B Warrant" and together with the Class A Warrant, the “Warrants”) to the underwriters for whom Maxim Group LLC (the "Representative") is acting as representative of the underwriters (collectively, the "Underwriters"); (ii) all Shares and all Warrants issued as part of the Units; and (iii) all Shares issuable upon exercise of the Warrants included in the Units.  Additionally, the Company is providing the Representative with one (1) Unit Purchase Option (the “Purchase Option”) pursuant to which the Representative shall have the right to purchase for its own account or that of its designees up to an aggregate of 110,00 Units (the “PO Units”).  The PO Units and subunits (“PO Subunits”) issuable upon the exercise of the Purchase Option are identical to the Units and Subunits, except that the Class A Warrants included in the PO Units and Class B Warrants included in the PO Subunits have an exercise price of US$6.60 and US$3.30, respectively (the “PO Warrants”).  This opinion is given in accordance with the terms of the Legal Matters section of the Registration Statement.

1 DOCUMENTS REVIEWED

We have reviewed originals, copies, drafts or conformed copies of the following documents and have examined such other documents and considered such legal matters as we have deemed necessary for the purpose of rendering this legal opinion:

1.1 The written resolutions of the board of directors of the Company dated 25 November 2010 (the "Resolutions").

1.2 A registered agent’s certificate dated 25 November 2010, issued by FH Corporate Services Ltd, the Company’s registered agent (the "Registered Agent’s Certificate").

1.3 The public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin Islands (the "Registry of Corporate Affairs") on 8 December 2010 including:

1.3.1 the Company’s Certificate of Incorporation; and

1.3.2 the Company’s amended and restated Memorandum and Articles of Association.

1.4 a Certificate of Good Standing issued by the Registrar of Corporate Affairs in the British Virgin Islands (the "Certificate of Good Standing");

1.5 a certificate from a director of the Company (the "Director's Certificate");

1.6 the Form F-1;

1.7 a draft of the warrant agreement and the warrant certificate (the "Warrant Documents") constituting the Warrants; and

1.8 a draft of the unit certificates (the "Unit Certificates") constituting the Units and subunit certificates (the “Subunit Certificates”) constituting the Subunits.

2 ASSUMPTIONS

In giving this opinion we have assumed (without further verification) the completeness and accuracy of the Registered Agent’s Certificate and the Director's Certificate as to the factual statements made therein. We have also relied upon the following assumptions, which we have not independently verified:

2.1 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals; and

2.2 all signatures, initials and seals are genuine.

Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion. 

3 OPINIONS

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1 The Company is a company limited by shares duly incorporated under the BVI Business Companies Act, 2004 (the "Act"), in good standing at the Registry of Corporate Affairs and validly existing under the laws of the British Virgin Islands, and possesses the capacity to sue and be sued in its own name.

3.2 The Shares to be offered and sold by the Company as contemplated by the Form F-1 have been duly authorised for issue, and when issued by the Company against payment in full, of the consideration, in accordance with the terms set out in the Form F-1 and the terms of the underwriting agreement referred to in the Form F-1 and duly registered in the Company’s register of members (shareholders), such Shares will be validly issued, fully paid and non-assessable.

3.3 The Shares underlying the Warrants, Units, the Subunits, PO Units, the PO Warrants and PO Subunits as contemplated by the Form F-1 have been duly authorised for issue, and when issued by the Company against payment in full, of the consideration, in accordance with the terms set out in the Form F-1 and duly registered in the Company’s register of members (shareholders) will be validly issued, fully paid and non-assessable. 

4 QUALIFICATIONS

The opinions expressed above are subject to the following qualifications:

4.1 To maintain the Company in good standing under the laws of the British Virgin Islands, annual filing fees must be paid to the Registry of Corporate Affairs.

4.2 Under the Act, the register of members of a British Virgin Islands company is by statute regarded as prima facie evidence of any matters which the Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

4.3 Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

4.4 This opinion is confined to and given on the basis of the laws of the British Virgin Islands at the date hereof and as currently applied by the courts of the British Virgin Islands. We have not investigated and we do not express or imply nor are we qualified to express or imply any opinion on the laws of any other jurisdiction. 

We hereby consent to filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Legal Matters" in the prospectus included in the Registration Statement. In the giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

Yours faithfully

Forbes Hare

EX-5.2

ELLENOFF GROSSMAN & SCHOLE LLP

150 EAST 42ND STREET

NEW YORK, NEW YORK 10017

TELEPHONE: (212) 370-1300   

FACSIMILE: (212) 370-7889

www.egsllp.com

December 8, 2010

S.E. Asia Emerging Market Co., Ltd

75 Bukit Timah Road #05-02

Boon Siew Building

SINGAPORE 229833

Re:         Registration Statement of S.E. Asia Emerging Market Co., Ltd

Ladies and Gentlemen:

We have acted as United States counsel to S.E. Asia Emerging Market Co., Ltd, a British Virgin Islands business company (the “Company”) in connection with the registration by the Company with the United States Securities and Exchange Commission of 1,265,000 units of the Company, including the underwriters over-allotment option (collectively the “Units”), with each Unit consisting of one subunit (“Subunit”), of the Company, and one Class A warrant (“Class A Warrant”). Each Subunit consists of one ordinary share, no par value, of the Company (“Ordinary Share”) and one Class B warrant (“Class B Warrant” and together with the Class A Warrants, the “Warrants”). Such registration is pursuant to a Registration Statement on Form F-1 initially filed by the Company with the Commission on November 26, 2010 (as amended, the “Registration Statement”).  Additionally, the Company is providing to Maxim Group, LLC (“Maxim”) one (1) Unit Purchase Option ( “Purchase Option”) pursuant to which Maxim shall have the right to purchase for its own account or that of its designees up to an aggregate of 110,000 Units (“PO Units”). The PO Units and subunits (“PO Subunits”) issuable upon exercise of the Purchase Option are identical to the Units and Subunits, except that the Class A Warrants included in the PO Units and Class B Warrants included in the PO Subunits have an exercise price of $6.60 and $3.30, respectively (“PO Warrants”).  This opinion is being given in accordance with the Legal Matters section of the Registration Statement, as it pertains to the portions of New York law set forth below.

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.

Based upon the foregoing, we are of the opinion that:

1.           Units and Subunits. When the Registration Statement becomes effective under the Act and when the offering is completed as contemplated by the Registration Statement, such Units and Subunits will be validly issued, fully paid and non-assessable, and will be legally binding obligations of the Company in accordance with their terms except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law), and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the “Exceptions”).

S.E. Asia Emerging Market Co., Ltd

December 8, 2010

Page 2 of 3

2.           Warrants. When the Registration Statement becomes effective under the Act, when the terms of the warrant agreement under which the Warrants are to be issued (the “Warrant Agreement”) are duly established and the Warrant Agreement is duly executed and delivered, when the terms of the Warrants underlying the Units and Subunits and of their issuance and sale are duly established in conformity with the Warrant Agreement and when such Warrants are duly executed and authenticated in accordance with the Warrant Agreement and issued, delivered and paid for as part of the Units and Subunits, as contemplated by the Registration Statement, such Warrants will be duly issued, fully paid and non-assessable and will be legally binding obligations of the Company in accordance with their terms except as limited by the Exceptions.

3.           Purchase Option. When the Registration Statement becomes effective under the Act, when the terms of the Purchase Option and of its issuance and sale are duly established and the Purchase Option is duly executed and issued, delivered, sold and paid for, as contemplated by the Registration Statement, such Purchase Option will be validly issued, fully paid and non-assessable and will be a legally binding obligation of the Company in accordance with its terms, except as limited by the Exceptions.

4.           PO Units and PO Subunits. When the Registration Statement has become effective under the Act, when the terms of the PO Units and PO Subunits and of their issuance and sale are duly established, and when such PO Units and PO Subunits are duly executed and issued, delivered, sold and paid for upon exercise of the Purchase Option, as contemplated by the Purchase Option and the Registration Statement, such PO Units and PO Subunits will be validly issued, fully paid and non-assessable and will be legally binding obligations of the Company in accordance with their terms except as limited by the Exceptions.

5.           PO Warrants. When the Registration Statement becomes effective under the Act, when the terms of the Warrant Agreement are duly established and the Warrant Agreement is duly executed and delivered, when the terms of the PO Warrants underlying the PO Units and PO Subunits and of their issuance and sale are duly established in conformity with the Warrant Agreement and when such PO Warrants are duly executed and authenticated in accordance with the Warrant Agreement and issued, delivered, sold and paid for as part of the PO Units and PO Subunits, as contemplated by the Purchase Option and the Registration Statement, the PO Warrants will be validly issued, fully paid and non-assessable, and will be legally binding obligations of the Company in accordance with their terms except as limited by the Exceptions.

Notwithstanding anything in this letter which might be construed to the contrary, our opinion expressed herein is limited to the internal laws of the State of New York. We express no opinion with respect to the applicability to, or the effect on, the subject transaction of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state.  The opinion expressed herein is based upon the law of the State of New York in effect on the date hereof, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should such law be changed by legislative action, judicial decision, or otherwise.  Except as expressly set forth in our opinion above: (i) we express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof, and (ii) we express no opinion as to compliance with any other federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

S.E. Asia Emerging Market Co., Ltd

December 8, 2010

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We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the Prospectus forming a part thereof.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Ellenoff Grossman & Schole LLP

Ellenoff Grossman & Schole LLP