SICHENZIA, ROSS & FRIEDMAN, LLP
Attorneys At Law
135 West 50th Street, 20th Floor
New York, NY 10020
____________________
Telephone: (212) 664-1200
Facsimile: (212) 664-7329
E-mail: [email protected]
June 13, 2000
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: American Champion Entertainment, Inc.
Form SB-2 Registration Statement
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form SB-2
(the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), filed by American Champion Entertainment, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission.
We have examined the originals, photocopies, certified copies or other
evidence of such records of the Company, certificates of officers of the
Company and public officials, 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 certified copies or
photocopies and the authenticity of the originals of such latter documents.
Based on our examination mentioned above, we are of the opinion that
the securities being registered to be sold pursuant to the Registration
Statement are duly authorized and will be, when sold in the manner described
in the Registration Statement, legally and validly issued, and fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters"
in the related Prospectus. In giving the foregoing consent, we do not hereby
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.
Very truly yours,
/s/Sichenzia, Ross & Friedman, LLP
Sichenzia, Ross & Friedman, LLP
