April 15, 2011
SmartHeat Inc.
A-1, 10, Street 7
Shenyang Economic and Technological Development Zone
Shenyang, China 110141
Re: Registration Statement on Form S3
Ladies and Gentlemen:
We are acting as special Nevada counsel for SmartHeat Inc., a Nevada corporation (the “Company”), and have examined Post-Effective Amendment No. 2 to Form S-1 on Form S-3 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended (the “Act”), of up to 134,675 shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company, 96,775 shares of which are issuable upon exercise of warrants (the “Warrants”).
We have reviewed and are familiar with (a) the Company’s Articles of Incorporation, as amended, and Bylaws certified to us by the Company, (b) a certificate of an officer of the Company representing certain matters in connection with the issuance of the Common Stock and the Warrants, which representations we have assumed the validity of and relied on, and (c) such other matters as we have deemed necessary for this opinion.
Based upon the foregoing, we are of the opinion that to the extent that the shares of Common Stock are currently outstanding, they are legally and validly issued, fully paid and nonassessable, and to the extent the Common Stock is issuable upon exercise of the Warrants, when issued in accordance with the exercise provisions of such Warrants, will be duly authorized and legally issued by the Company and fully paid and nonassessable. This opinion is limited to matters governed by the laws of the State of Nevada.
Holland & Hart LLP Attorneys at Law
Phone (775) 327-3000 Fax (775) 786-6179 www.hollandhart.com
5441 Kietzke Lane Second Floor Reno, Nevada 89511
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| SmartHeat Inc. April 15, 2011 Page 2 |
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and in the Prospectus included therein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Sincerely, | |
| /s/ Holland & Hart LLP |