[Letterhead of Eaton & Van Winkle LLP]
December 12, 2007
Jade Art Group Inc.
35, Baita Zhong Road, Yujiang County,
Jiangxi Province, People's Republic of China 335200
Re: Form S-8 Registration Statement
To the Board of Directors:
We have acted as special counsel to Jade Art Group Inc. f/k/a Vella
Productions Inc., a Nevada corporation (the "Registrant") in connection with its
Registration Statement on Form S-8 (the "Registration Statement") being filed
with the Securities and Exchange Commission (the "SEC") relating to the resale
of an aggregate of 5,000,000 shares of the common stock, par value $.001 per
share, of the Registrant (the "Shares"), issued to the individuals listed below,
as consultants to the Registrant, pursuant to that consulting arrangement
(collectively, the "Consulting Agreements") set opposite their respective names:
Consultant Document
------------- ----------------------------------------------
Jin-Jun Xiong o Consulting Agreement, dated as of October
8, 2007 and amended as of December 6, 2007,
between Jin-Jun Xiong and the Registrant
Yun Ding o Consulting Agreement, dated as of October
8, 2007 and amended as of December 6, 2007,
between Yun Ding and the Registrant
Jiao-Mei Wu o Consulting Agreement, dated as of October
8, 2007 and amended as of December 6, 2007,
between Jiao-Mei Wu and the Registrant
Shuang-Hua Xu o Consulting Agreement, dated as of October
8, 2007 and amended as of December 6, 2007,
between Shuang-Hua Xu and the Registrant
In rendering the opinions expressed below, we have examined originals or
copies, satisfactory to us, of (i) the Registration Statement, (ii) the
Registrant's Amended and Restated Articles of Incorporation, (iii) the
Registrant's By-laws, (iv) resolutions of the Registrant's board of directors
approving the Consulting Agreements (items (ii) through (v) will be referred to
collectively as the "Organizational Documents") and (v) the Consulting
Agreements. We have also reviewed such other matters of law and examined and
Jade Art Group Inc.
December 12, 2007
Page 2 of 2
relied upon all such corporate records and all such agreements, certificates and
other documents as we have deemed relevant and necessary as a basis for the
opinion hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original documents of documents
submitted to us as copies. As to any facts material to such opinion, we have, to
the extent that relevant facts were not independently established by us, relied
on certificates of public officials and certificates, oaths and declarations of
officers or other representatives of the Registrant.
Our opinion is limited to the date hereof and we do not in any event
undertake to advise you of any facts or circumstances occurring or coming to our
attention subsequent to the date hereof. Whenever any opinion of ours refers to
or includes the performance of any obligation or the issuance of any instrument
or certificate after the date hereof, it is based on our assumption that: (a)
all relevant facts and circumstances will be the same at such future time as we
believe them to be on the date hereof (except as noted in the next clause (b));
(b) each party will have taken all future or further actions necessary or
appropriate thereto; and (c) no changes will have occurred in any of the
Registration Statement, the Consulting Agreements, the Organizational Documents,
or other relevant certificates and documents, applicable law, trade usage or
course of dealings.
Finally, we are counsel admitted to practice only in the State of New
York, and we express no opinions as to the applicable laws of any jurisdiction
other than those of the State of New York, the United States of America and the
general corporation laws under Chapter 78 of the Nevada Revised Statutes.
Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued pursuant to the Consulting Agreements will be, when issued
pursuant to the provisions of the Consulting Agreements, validly issued, fully
paid and non-assessable.
We hereby consent to the filing of a copy of this opinion as an exhibit to
the Registrant's Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 (the "Act"), the rules
and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-B
promulgated under the Act.
Very truly yours,
/s/ Eaton & Van Winkle LLP
Eaton & Van Winkle LLP