Exhibit (5.1) - Opinion Re: Legality
Hecht & Steckman, P.C.
Attorneys at Law
60 East 42nd Street, Suite 5101
New York, NY 10165-5101
(212) 490-3232
Fax: (212) 490-3263
www.securitiescounselors.com
Email: [email protected]
Charles J. Hecht
Lawrence A. Steckman
Linda Mandel Gates
(also admitted in New Jersey)
Darren L. Ofsink
November 27, 2000
Tengtu International Corp.
206-5050 Kingsway
Burnaby, B.C., Canada V5H 4H2
Attention: Pak Kwan Cheung, Chairman and Chief Executive Officer
Re: Registration Statement on Form S-1
Gentlemen:
We have acted as counsel to Tengtu International Corp., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), with respect to the
registration for resale under the Securities Act of 1933, as amended (the
"Act"), of 51,100,000 shares of the Company's common stock, par value $.01 per
share (the "Shares"), issued by the Company to the selling securityholders named
in the Registration Statement (those 51,100,000 shares, the "Shares"), as
follows:
(i) 43,800,000 Shares, that may be issued to Swartz Private Equity,
L.L.C. ("Swartz") in accordance with the terms of an investment agreement
between the Company and Swartz dated October 25, 2000 (the "Investment
Agreement") (including upon exercise of warrants which may be issued to Swartz
in accordance with the terms of the Investment Agreement);
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Tengtu International Corp.
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(ii) 1,200,000 Shares issuable upon exercise of a warrant to purchase
shares of the Company's common stock (the "Swartz Warrant") issued to Swartz as
a commitment fee for entering into the Investment Agreement;
(iii) 3,000,000 Shares issuable upon the conversion of the outstanding
principal amount of, the Company's convertible debenture (the "Convertible
Debenture") issued to Top Eagle Holdings, Ltd. ("Top Eagle");
(iv) 1,500,000 Shares issuable upon exercise of a warrant to purchase
shares of the Company's common stock (the "Top Eagle Warrant") issued to Top
Eagle in connection with the Convertible Debenture;
(v) 100,000 Shares issuable upon exercise of a warrant to purchase
shares of the Company's common stock (the "Orion Warrant") issued to Orion
Capital Incorporated in connection with a Loan Agreement dated November 16,
2000;
(vi) 1,000,000 Shares owned by the following Company directors and/or
officers pledged as security for the loan made under the Loan Agreement with
Orion Capital Incorporated: Pak Kwan Cheung, Jing Lian, Hai Nan, Zhang Fan Qi
and Xiaofeng Lin; and
(vii) 500,000 Shares to be issued to outside consultants and service
providers ("Consultant Shares").
In connection with the registration of the Shares, 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 the
Investment Agreement, the Convertible Debenture, the Swartz Warrant, the Top
Eagle Warrant, the Orion Warrant and Loan Agreement, the Registration Statement
(including all exhibits thereto) and copies of resolutions of the Company's
board of directors authorizing the issuance of the Shares 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.
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Based upon the foregoing, we are of the opinion that:
(1) The Shares, when issued pursuant to the Investment Agreement, Convertible
Debenture, Swartz Warrant, Top Eagle Warrant, Orion Warrant, are validly
authorized and, when (a) the pertinent provisions of the Securities Act of 1933
and such "blue sky" and securities laws as may be applicable have been complied
with and (b) such Shares have been duly delivered against payment therefor, such
Shares will be validly issued, fully paid and nonassessable.
(2) The 1,000,000 shares pledged under the Orion Loan Agreement, are fully paid
and non-assessable.
(3) The 500,000 Consultant Shares, (a) when issued pursuant to a duly and
validly authorized and executed contract and (b) when duly delivered after the
provision of services in payment therefor, will be validly issued, fully paid
and nonassessable.
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 Commission thereunder.
The foregoing opinions relate only to matters of the internal law of
the State of Delaware 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.
Very truly yours,
/s/
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Hecht & Steckman, P.C.
