EXHIBIT 5.1
SICHENZIA, ROSS & FRIEDMAN LLP
Attorneys At Law
135 West 50th Street, 20th Floor
New York, New York 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 nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement and to the reference to our firm in the section
"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
