Exhibit
5.1
SICHENZIA
ROSS FRIEDMAN FERENCE LLP
61
Broadway, 32nd
Floor
New York,
N.Y. 10006
Telephone:
(212) 930-9700
Facsimile:
(212) 930-9725
November
19, 2008
Securities
and Exchange Commission
450 Fifth
Street, N.W.
Washington,
DC 20549
| Re: |
China Display
Technologies, Inc. |
| |
Form
S-8 Registration Statement |
Ladies
and Gentlemen:
We refer
to the above-captioned registration statement on Form S-8 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Act”), being
filed by Techprecision Corporation, 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 shares of common
stock being issued pursuant to the Registration Statement, will be, when so
issued, duly authorized, legally and validly issued, fully paid and
non-assessable.
Asher S.
Levitsky P.C. Defined Benefit Plan owns 49,500 shares of common stock, and Asher
S. Levitsky is to receive 65,000 shares pursuant to the registration
statement. Asher S. Levitsky P.C. is of counsel to Sichenzia Ross
Friedman Ference LLP, and Asher S. Levitsky is the sole officer and director of
Asher S. Levitsky P.C.
We hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement. 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.
/s/
Sichenzia Ross Friedman Ference LLP