In rendering this opinion, we have examined originals or copies of the due diligence documents provided to us by the Company and the PRC Companies and such other documents, corporate records and certificates issued by the governmental authorities in the PRC (collectively the "Documents").
All the Documents and the factual statements provided to us by the Company and the PRC Companies, including but not limited to those set forth in the Documents, are complete, true and accurate.
We have been requested to give this opinion on the PRC Companies (as defined below).
The PRC Companies operate their businesses in compliance with all PRC laws and regulations, except where non-compliance would not reasonably be expected to have a Material Adverse Effect.
The Financial Statements are complete and correct in all material respects and present fairly the financial condition and position of the Company and the PRC Companies as of their respective dates, in each case except as disclosed therein and except for the absence of notes.