Exhibit 5.1
McLaughlin & Stern, llp
| 260 Madison Avenue |
|
| New York, New York 10016 | Millbrook Office |
Steven W. Schuster | (212) 448–1100 | Franklin Avenue |
Partner | Fax (212) 448–0066 | P.O. Box 1369 |
Direct Phone: (212) 448–6216 |
| Millbrook, New York 12545 |
Direct Fax: (800) 203-1556 |
| (845) 677–5700 |
E–Mail: sschuster@mclaughlinstern.com |
| Fax (845) 677–0097 |
September 3, 2010
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | Lotus Pharmaceuticals, Inc. Form S-8 Registration Statement |
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by Lotus Pharmaceuticals, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission.
We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.
Based on our examination mentioned above, we are of the opinion that the securities being registered to be sold pursuant to the Registration Statement are duly authorized and will be, when sold in the manner described in the Registration Statement, legally and validly issued, and fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under “Legal Matters.”
Very truly yours,
MCLAUGHLIN & STERN, LLP
By:/s/ Steven W Schuster
Steven W. Schuster, Member