EXHIBIT 5.1 and EXHIBIT 23.2
September 7, 2011
China Films Technology Inc.
Yunmeng County Economic and
Technological Development Zone
Firsta Road
Yunmeng County, Hubei Province
People’s Republic of China 432500
Gentlemen:
We have acted as counsel for China Films Technology Inc., a Nevada corporation, (the "Company") in connection with its filing of a Registration Statement on Form S-1 (File No. 333-174501) (the "Registration Statement") covering an aggregate of 300,000 shares of the Company's common stock, $0.0001 par value (the "Shares"), to be sold to the public by the Company on a best efforts basis without the use of any underwriters.
In connection with this matter, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (a) Certificate of Incorporation of the Company, as amended; (b) By-laws of the Company; and (c) the Registration Statement and all exhibits thereto.
In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and their representatives. In addition, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us certified or photo static copies.
Based upon and in reliance upon the foregoing, and after examination of such corporate and other records, certificates and other documents and such matters of law as we have deemed applicable or relevant to this opinion, it is our opinion that the Company has been duly incorporated under the laws of the State of Nevada, the jurisdiction of its incorporation and has full corporate power and authority to own its properties and conduct its business as described in the Registration Statement. The Shares, when sold, will be legally issued, fully paid and non-assessable Shares of the Company.
The authorized capital stock of the Company consists of 300,000,000 shares, all having a par value of $0.0001, all of which are shares common stock, of which there are 58,400,000 shares issued and outstanding. Proper corporate proceedings have been taken to validly authorize such authorized capital stock and all the outstanding shares of such capital stock. The shares have been duly authorized, legally issued, fully paid, and non-assessable under the corporate laws of the State of Nevada.
Members of our firm involved in the preparation of this opinion are licensed to practice law in the State of New York and are rendering this opinion herein based on the laws of the State of New York, Nevada Corporation Law and the federal law of the United States of America. As used herein, the term "laws of the State of New York" includes the statutory provisions contained therein, all applicable provisions of the New York Constitutions, and reported judicial decisions interpreting such provisions. As used herein, the term "Nevada Corporation Law” refers the statutory provisions of Title 7, Chapter 78 of the Nevada Revised Statute, and reported judicial decisions interpreting such provisions.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our Firm in the Prospectus included therein under the caption “Interests of Named Experts and Counsel”. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 (the “Act”) or the rules and regulations of the Commission promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement or prospectus within the meaning of the term “expert” as defined in Section 11 of the Act or the rules and regulations promulgated thereunder.
| | Very truly yours, | |
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| | By: | /s/ Gersten Savage LLP | |
| | | Gersten Savage LLP | |
