EXHIBIT 5.1
August 16, 2000
U.S.-China Industrial Exchange, Inc.
7201 Wisconsin Avenue
Bethesda, Maryland 20814
Ladies and Gentlemen:
We have acted as counsel for U.S.-China Industrial Exchange, Inc., a
New York corporation (the "Company"), in connection with its Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission relating to the registration of 62,500 shares
of Common Stock, par value $.01 per share (the "Shares"), issuable upon the
exercise of options granted under the Company's 1994 Stock Option Plan (the
"Plan").
In connection with the foregoing, we have examined, among other things,
the Registration Statement and originals or copies, satisfactory to us, of all
such corporate records and of 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 Company.
Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued pursuant to the exercise of the options granted under the
Plan will be, when issued pursuant to the Plan, validly issued, fully paid and
non-assessable.
We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ PARKER CHAPIN LLP
PARKER CHAPIN LLP
E-2
