Exhibit 5.1 - Opinion re legality of the common stock being registered

                                GUZOV OFSINK, LLC
                               600 Madison Avenue
                            New York, New York 10022

                                                                    May 15, 2006

Board of Directors

                     Re: Registration Statement on Form SB-2

Gentlemen:

      We have acted as counsel to Deli Solar (USA), Inc., a Nevada corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form SB-2 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission"), with respect to the registration under the
Securities Act of 1933, as amended (the "Act"), of 3,952,025 shares of the
Company's $.001 par value per share common stock (the "Common Stock") for resale
(the "Shares").

      In our capacity as counsel, we are familiar with the proceedings taken by
the Company in connection with the authorization, issuance and sale of the
Shares. In addition, in connection with the registration of the foregoing
securities, we have reviewed such documents and records as we have deemed
necessary to enable us to express an opinion on the matters covered hereby,
including, but not limited to, certain agreements relating to the authorization,
issuance, registration and sale of such securities and copies of resolutions of
the Company's Board of Directors authorizing the issuance of such securities and
their registration pursuant to the Registration Statement.

      In rendering this opinion, we have (a) assumed (i) the genuineness of all
signatures on all documents examined by us, (ii) the authenticity of all
documents submitted to us as originals, and (iii) the conformity to original
documents of all documents submitted to us as photostatic or conformed copies
and the authenticity of the originals of such copies; and (b) relied on (i)
certificates of public officials and (ii) as to matters of fact, statements and
certificates of officers and representatives of the Company.

      Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized, validly issued and are fully paid and non-assessable.

      We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission thereunder.

      Nothing herein shall be deemed to relate to or constitute an opinion
concerning any matters not specifically set forth above. The foregoing opinions
relate only to matters of the internal law of the State of Nevada without
reference to conflict of laws and to matters of federal law, and we do not
purport to express any opinion on the laws of any other jurisdiction. We assume
no obligation to supplement this opinion if, after the date hereof, any
applicable laws change, or we become aware of any facts that might change our
opinions, as expressed herein.

      The opinion expressed herein may be relied upon by the Company in
connection with the registration of the Shares, as contemplated by, and in
conformity with, the Registration Statement. With the exception of the
foregoing, the opinion expressed herein may not be relied upon by any other
person without our prior written consent.

      We express no opinion as to compliance with the securities or "blue sky"
laws of any state or country in which the Shares are proposed to be offered and
sold.

                                            Very truly yours,

                                            /s/ Guzov Ofsink, LLC
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                                            Guzov Ofsink, LLC