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May 6, 2009
Pantheon Arizona Corp. Suite 10-64 #9 Jianguomenwai Avenue Chaoyang District, Beijing, China 100600 | |
Re: Registration Statement of Pantheon Arizona Corp.
Ladies and Gentlemen:
We have acted as special United States counsel to Pantheon Arizona Corp., an Arizona corporation (the “Company”), in connection with the Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”), filed by the Company on November 21, 2008, as amended through the date hereof (the “Registration Statement”). The terms “merger,” “conversion” and “share exchange” have the meanings ascribed to them in the Registration Statement.
As special United States counsel to the Company, we have reviewed the Registration Statement (including all exhibits thereto). In rendering this opinion, we have assumed with your approval the genuineness of all signatures, the legal capacity of all natural persons, the legal authority of all entities, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the completeness and accuracy of the documents reviewed by us. We have assumed with your approval and not verified the accuracy of the factual matters set forth in the above-referenced documents. We have also assumed that the merger, conversion and share exchange transactions will be consummated in accordance with the terms of the documents pertaining thereto, without any waiver or breach of any material term or provision thereof, that such transactions will be effective under applicable law, and that the merger and conversion will be reported in a manner consistent with the treatment of each such transaction as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended.
Based on the foregoing and subject to the assumptions, limitations and qualifications stated in the Registration Statement and herein, we hereby confirm and adopt as our opinion the statements of United States federal income tax law on the date hereof as set forth in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences.”
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This opinion is based upon the existing provisions of the United States Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, published revenue rulings and procedures from the United States Internal Revenue Service (“IRS”) and judicial decisions, all as in effect on the date hereof. Any such authority is subject to change, and any change may be retroactive in effect and may affect our opinion as set forth herein. Our opinion is based on the facts and assumptions set forth in the Registration Statement and this opinion. If any of the facts or assumptions is not true, correct or complete, our opinion may not be applicable. We undertake no responsibility to update this opinion or to advise you of any developments or changes as a result of a change in legal authority, fact, assumption or document, or any inaccuracy in any fact, representation or assumption, upon which this opinion is based, or otherwise.
This opinion is issued in connection with the Registration Statement, and may not be relied on for any other purpose. This opinion may not be reproduced, quoted, circulated or referred to in any other document, without our prior written consent, which may be withheld in our sole discretion. Notwithstanding the foregoing, nothing herein shall be construed as a limitation on the ability to disclose the tax treatment or tax structure of the proposed transaction.
Our opinion is not binding on the IRS or a court. The IRS may disagree with one or more of our conclusions, and a court may sustain the IRS’s position.
Except as expressly provided herein, we express no opinion with respect to any tax matter in the Registration Statement.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to this firm as special United States counsel to the Company under the caption “Legal Matters” in the Registration Statement, without implying or admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
/s/ Loeb & Loeb LLP
Loeb & Loeb LLP
