Exhibit 5.1
February 12, 2007
Shineco, Inc.
Room 3106, BLD B, #39 East Ring Road
Chaoyang District, Beijing 100022
PR China
Re: SB-2 Registration Statement
Gentlemen,
I have acted as counsel for Shineco, Inc., a Delaware corporation (the “Company”) in connection with the public offering of 339,102 shares of common stock, par value $.001 per share, of which 339,102 shares are being sold by certain selling shareholders (the “Selling Shareholders”) pursuant to a registration statement (the “Registration Statement”) on Form SB-2 filed with the Securities and Exchange Commission.
For purposes of this opinion, I have examined the original or photostatic or certified copies of the articles of incorporation, by-laws, stock records, corporate minutes and certain other records of the Company deemed relevant by me, certificates of officers or representatives of the Company and others, and all such other documents as I deemed relevant or necessary as a basis for the opinions set forth herein. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to the original documents of all documents submitted to me as certified or photostatic copies, and the authenticity of the originals of such documents.
Based upon the above, I am of the opinion that:
1. | The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware. |
2. | The shares being offered for sale by the Selling Shareholders have been legally and validly issued and are fully paid and non-assessable. |
3. | The shares of common stock of the Company, when sold, will have been validly authorized and when sold and duly delivered against payment therefore as contemplated in the Registration Statement, will be validly issued, fully paid and non-assessable. |
I hereby consent to the reference to my firm under the heading “Legal matters” in the Prospectus contained in the Registration Statement and to the filing of this opinion as Exhibit 5.1 thereto.
Yours truly,
/s/ Bruce M. Pritchett
MARTIN & PRITCHETT, P.A.
by: Bruce M. Pritchett, Partner