EXHIBIT 5.1
LOEB & LOEB LLP
10100 Santa Monica Boulevard, Suite 2200
Los Angeles, California, 90067
Direct Dial: 310-282-2350
e-mail: dficksman@loeb.com
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June 3, 2003
Nova International Films, Inc.
Board of Directors
Suite 805, One Pacific Place
Queensway, Hong Kong
Ladies and Gentlemen:
We have acted as counsel to Nova International Films, Inc., a Delaware
company (the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), of a Registration Statement on Form S-8 (the "Registration
Statement"), pursuant to which the Company is registering a total of 11,500,000
shares of its common stock, $.00001 par value per share (the "Common Stock") of
which 10,000,000 are issuable pursuant to the Company's 2003 Stock Compensation
Plan and 1,500,000 are issuable pursuant to certain consulting agreements. The
Registration Statement also covers the resale of 1,176,000 shares of Common
Stock which will be sold by certain Selling Stockholders of the Company pursuant
to a reoffer prospectus.
In so acting, we have examined and relied upon the originals or copies,
certified or otherwise identified to our satisfaction, of such Company records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinions expressed below. Based upon
the foregoing and such examination of law as we have deemed necessary, we are of
the opinion that the Common Stock to be offered by the Selling stockholder, when
sold under the circumstances contemplated in the Registration Statement, will be
legally issued, fully paid and non-assessable.
The opinions we express herein are limited to matters involving the
Delaware corporate law and the federal laws of the United States and are further
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise as to any other matters relating to the
Company or the Common Stock.
We consent to the use of this letter as an Exhibit to the Registration
Statement and to the use of our name under the heading "Legal Matters" included
in the Prospectus forming a part of the Registration Statement.
Sincerely,
/s/ David L. Ficksman
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David L. Ficksman
a Partner of the Firm