DENNIS H. JOHNSTON, A Professional Law Corporation
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9422 Canfield Dr.
La Habra, CA 90631
Tel: (562) 694-5092
Fax: (562) 694-0412
November 7, 2007
C/O Andrew Chien
665 Ellsworth Avenue
New Haven, CT 06511
Board of Directors
Longdan Holding INC
6 Floor # 21, Jiangtian Building
No. 586 Wuluo Road, Wuchang District
Wuhan, Hubei, China, 430070.
Re: Registration Statement on Form SB-2
Gentlemen:
I have acted as counsel to Longdan Holding INC (the Company) in connection
with the filing on or about November 7, 2007 of its registration statement
on Form SB-2 (the "Registration Statement") under the Securities Act of 1933
(the "Act") and the rules and regulations promulgated hereunder (the "Rule
and Regulation"). The Registration Statement relates to Three Hundred and Eighty-five Thousand (385,000) shares of Series B Common Stock, par value $0.0001 per share, of the Company (the "Company Stock"), which may be offered and sold by the Selling Shareholders through a Registration Statement on Form SB-2 as to which this opinion is a part, to be filed with the Securities and Exchange Commission (the "Commission").
In connection with rendering my opinion as set forth below, I have
reviewed and examined originals or copies identified to my satisfaction of
the following:
(1) Article of Incorporation, and amendments thereto, of the Company as
filed with the Secretary of State of the state of Nevada;
(2) The records of corporate proceedings relating to the issuance of the
Shares;
(3) The Registration Statement and the Preliminary Prospectus contained
within the Registration Statement; and
(4) The other exhibits of the Registration Statement.
I have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the
Company, and have made such other investigations as I have deemed
necessary or appropriate under the circumstances.
Based upon the foregoing, and subject to the qualifications set forth
below, I am of the opinion that the Shares, if issued and sold as described
in the Registration Statement:
(1) will have been duly authorized, legally issued, fully paid and non-
assessable, and
(2) when issued will be a valid and binding obligation of the incorporation.
My opinion is subject to the qualification that no opinion is expressed
herein as to the application of the state securities or Blue-Sky laws.
This opinion is furnished by me as counsel to you and is solely for your
benefit. Neither this opinion nor copies hereof may be relied upon by,
delivered to, or quoted in whole or in part to any governmental agency or
other person without my prior written consent.
I am a member in good standing of the bar of the State of California and
the opinion set forth herein is limited to matters governed by the Federal
laws of the United States of America. This opinion is being furnished to you
solely for your benefit in connection with the filing of the Registration
Statement pursuant to the Act and the Rules and regulations and is not to be
used, circulated, quoted, relied upon or otherwise referred to for any other
purpose, without my prior written consent. I hereby consent to the use of
this opinion as an exhibit to the Registration Statement and to the
reference to this opinion under caption "Legal Matters" therein.
Very truly yours
By: /s/ Dennis H. Johnston
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Dennis H. Johnston
A Professional Law Corporation
