SOMMER & SCHNEIDER LLP
595 STEWART AVENUE, SUITE 710
GARDEN CITY, NEW YORK 11530
Herbert H. Sommer
Telephone (516) 228-8181
Joel C. Schneider
Facsimile (516) 228-8211
May 14, 2010
Pink OTC Markets, Inc.
304 Hudson Street, Second Floor
New York, NY 10013
Sino Agro Food, Inc. (the "Issuer")
Quarterly Report for period ending March 31, 2010 (the "Report")
We have been asked to provide you an opinion with respect to the Report publicly disclosed by the Issuer
and published in the OTC Disclosure and News Service on May 14, 2010. This opinion is solely for the
information of the addressee hereof and Pink Sheets OTC Markets is entitled to rely on such letter in
determining whether the Issuer has made adequate current information publicly available within the
meaning of Rule 144(c)(2) under the Securities Act of 1933. The undersigned grants Pink OTC Markets
full and complete permission and rights to publish the letter in the Pink Sheets News Service for viewing
by the public and regulators.
The undersigned is a U.S. resident and was retained by the Issuer for the purpose of rendering this opinion
and related matters. We currently serve as special disclosure counsel for the Issuer. This opinion is based
on our knowledge of the law and facts as of the date hereof. The undersigned has examined such
corporate records and other documents and such questions of laws as deemed appropriate for the purposes
of rendering this opinion.
The undersigned was admitted to the Bar of the State of New York in 1985. The undersigned is permitted
to practice before the Securities and Exchange Commission ("SEC") and has never been barred from
practice in any of the foregoing jurisdictions.
In connection with the opinion set forth below, we have examined such corporate records and documents
including but not limited to the Issuer's Articles of Incorporation, By-Laws and, minutes of meetings and
actions of its Board of Directors and such other documents as we deemed relevant and necessary as a
basis for the opinion hereinafter set forth. In such examination, we have assumed the genuineness of all
signatures set forth on each document, the authenticity of all original documents and the conformity to
original documents of all copies of such documents as may have been supplied to us during the course of
For the purposes of rendering this opinion, we have assumed that no person or entity has engaged in fraud
or misrepresentation regarding the inducement relating to, or the execution or delivery of, the documents
reviewed. Furthermore, we express no opinion as to the validity of any of the assumptions, form or
content of any financial or statistical data contained therein. The terms used in this opinion shall have the
meaning ascribed to them in the documents relied upon in rendering our opinion.
Pink Sheets, LLC
May 14, 2010
Regarding the common stock of the Issuer, par value $.001 (the "Securities"), in the opinion of the
undersigned, the Quarterly Report for the quarter ended March 31, 2010 as published on the OTC
Disclosure and News Service on May 14, 2010 (i) constitutes "adequate current public information"
concerning the Securities of the Issuer and "is available" within the meaning of Rule 144(c)(2) under the
Securities Act, (ii) includes all of the information that a broker-dealer would be required to obtain from
the Issuer to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act
of 1934 (the "Exchange Act"), (iii) complies as to form with the Pink OTC Markets Guidelines for
Providing Adequate Current Information, which are location on the Internet at
(iv) has been posted in the OTC Disclosure and News Service. Furthermore, after reasonable
investigation I have no reason to believe that such information contained an untrue statement of a material
fact or omitted to state a material fact in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
Mr. Lee Yip Kun (Solomon), CEO and Chairman of the Issuer, is responsible for the preparation of the
unaudited financial statements published on the OTC Disclosure and News Service. The qualifications of
Mr. Lee Yip Kun, who holds a degree in Economics and Accounting, are outlined in the Issuer's Initial
Disclosure Statement posted on the OTC Disclosure and News Service on March 30, 2010.
The Company's transfer agent is, Pac West Transfer, LLC a registered transfer agent with the SEC and
we have reviewed a copy of the shareholder list prepared by the transfer agent as of March 31, 2010 and
the current date to confirm that the number of outstanding shares set forth in the Report is correct.
The undersigned has (i) personally met with the Issuer's management and a majority of its directors,(ii)
reviewed the Report published by the Issuer on the OTC Disclosure and News Service, and (iii) discussed
the Report with management and a majority of the directors of the Issuer. To the best of our knowledge,
and after reasonable inquiry of the Issuer's management and directors, there is no officer, director, 5%
holder, or counsel currently under investigation by any federal or state regulatory authority for any
violation of federal or states securities laws.
This opinion is solely for the information of the addressee hereof and the other parties specifically
identified in the first paragraph hereof, and is not to be quoted in whole or in part or otherwise referred to,
nor is it to be filed with any governmental agency or other person without our prior written consent.
Other than the addressee hereof and such other parties, no one is entitled to rely on this opinion. This
opinion is based on our knowledge of the law and facts as of the date hereof. We assume no duty to
communicate with you with respect to any matter which comes to our attention hereafter.
Thank you for your consideration and attention.
Very truly yours,
Sommer & Schneider LLP
/s/ Joel C. Schneider
Joel C. Schneider, Esq. Partner