Exhibit 5.1
SCHONFELD & WEINSTEIN, L.L.P.
SAMUEL P. SCHONFELD (1927-1964) ATTORNEYS AT LAW TELEPHONE
JOEL SCHONFELD 80 Wall Street (212)344-1600
ANDREA I. WEINSTEIN* Suite 815 FAX
MARK A. MACRON* New York, New York 10005 (212)480-0717
*ALSO ADMITTED IN NEW JERSEY WWW.SCHONFELD-WEINSTEIN.COM E-MAIL
joel@schonfeld-weinstein.com
andrea@schonfeld-weinstein.com
keywan@schonfeld-weinstein.com
May 8, 2006
Dahua Inc.
80 Wall Street, Suite 818
New York, NY 10005
Re: Dahua Inc.
Registration Statement on Form SB-2/A
Ladies and Gentlemen:
We have acted as counsel to Dahua Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of the Company's Registration
Statement on Form SB-2/A under the Securities Act of 1933, as amended (the
"Act") regarding the sale by certain selling stockholders of an aggregate of up
to 7,548,000 shares of the Company's common stock, par value $0.001 per share,
which shares have been issued and outstanding (the "Selling Stockholders
Shares").
We have examined the Registration Statement and the originals, or
duplicates or certified or conformed copies, of such corporate records,
agreements, documents and other instruments and have made such other
investigations as we have deemed relevant and necessary in connection with the
opinions hereinafter set forth. As to certain factual matters, we have relied
upon certificates or comparable documents of public officials and of officers
and representatives of the Company.
In rendering the opinion set forth below, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as duplicates or certified or
conformed copies and the authenticity of the originals of such latter
documents.
Based upon the foregoing, and subject to the qualifications, assumptions
and limitations stated herein, we are of the opinion that:
(i) The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware;
(ii) The Selling Stockholders' Shares have been duly authorized, legally
issued, fully paid and non-assessable in accordance with 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 use of our name under the caption "Experts"
in the Registration Statement. In giving such consent, we do not thereby admit
that we are acting within the category of persons whose consent is required
under Section 7 of the Act and the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Schonfeld & Weinstein, L.L.P.
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Schonfeld & Weinstein, L.L.P.