EXHIBIT 5.1
[QUARLES & BRADY STREICH LANG LETTERHEAD]
February 14, 2002
Writer's Direct Line:
(602) 229-5336
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Sino Pharmaceuticals Corporation
Ladies and Gentlemen:
This firm is counsel for Sino Pharmaceuticals Corporation, a Wyoming
corporation (the "Company"). As such, we are familiar with the Articles of
Incorporation and Bylaws of the Company. We have also acted as counsel for the
Company with respect to certain matters in connection with the preparation of
the Registration Statement on Form SB-2 registering 750,000 shares of Common
Stock, par value $.001 (the "Shares"), under the Securities Act of 1933. In
addition, we have examined such documents and undertaken such further inquiry as
we consider necessary for rendering the opinion hereinafter set forth below.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Wyoming.
2. The Shares, when issued, will be duly and validly issued, fully paid
and nonassessable.
We acknowledge that we are referred to under the heading "Legal
Matters" of the Prospectus which is part of the Registration Statement and we
hereby consent to the use of our name in such Registration Statement. We further
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/ Christian J. Hoffmann, III
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Christian J. Hoffmann, III
For the Firm