August 1, 2008
Combined Opinion and Consent
Benda Pharmaceutical, Inc.
Room 13, Floor 25, Sunny New World Tower,
No. 231 Xin Hua Road, Jianghan District,
Wuhan, Hubei, PRC. Post Code: 430015
Gentlemen:
You have requested our opinion, as counsel for Benda Pharmaceutical, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-1 (the “Registration Statement”), under the Securities Act of 1933 (the “Act”), being filed by the Company with the Securities and Exchange Commission.
The Registration Statement relates to an offering of 2,106,561 shares of common stock; and 15,774,375 shares of common stock issuable in connection with the exercise of warrants, all such shares sold by enumerated selling shareholders.
We have examined such records and documents and made such examinations of laws as we have deemed relevant in connection with this opinion. It is our opinion that, of the shares of common stock to be offered pursuant to the Registration Statement and sold by the selling shareholders: 2,106,561 shares of common stock are duly authorized and legally issued, fully paid and non-assessable; and 15,774,375 shares underlying the warrants will be duly authorized and legally issued, fully paid and non-assessable when the warrants are exercised and the underlying shares are issued.
No opinion is expressed herein as to any laws other than the State of Delaware of the United States. This opinion opines upon Delaware law including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
ANSLOW + JACLIN, LLP
| By: | /s/ Anslow + Jaclin, LLP |
| ANSLOW + JACLIN, LLP |
195 Route 9 South, Suite 204, Manalapan, New Jersey 07726
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