Opinion Letter

Abstract

I, as an attorney, have been approached by Northeast Internet Corporation to look at the proposed deal between Northeast and Renminbi Telecom. I have just finished seeing all documents and financial statements about Northeast Internet and Renminbi Telecom and discovered some issues in the deal. In this paper, these issues are discussed in detail. These issues include: business entities, attorney - client privilege, sales of goods - article 2 of the Uniform Commercial Code, security interests - Article 9 of the Uniform Commercial Code, securities, Foreign Corrupt Practices Act.

Table of Contents

Background5

The Proposed Transaction & Issues5

Sales of Goods - Article 2 of the Uniform Commercial Code7

Security Interests - Article 9 of the Uniform Commercial Code8

Foreign Corrupt Practices Act of 19778

Attorney - Client Privilege9

References10

Opinion Letter

Bo7abib& Mail Co., L.F.S.

26200 George Zeiger, Ohio 44122, (614) 218-0289

TO: Wry Will

FROM: Abdullah

Date: December 10, 2012

Confidential: Northeast Internet Corporation

Address:Ohio 44126

RE: Northeast Internet proposed deal with Renminbi Telecom.

Dear Mr. Wry Will,

You have approached our legal advising service to take a look at the proposed deal between your and Renminbi Telecom. All documents and financial statements regarding Northeast Internet and Renminbi Telecom have been gone through by us thoroughly. Some issues in the deal are discovered; we will talk about the options available to Northeast Internet with you in our next meeting.

Sincerely,

Abdullah

Background

Northeast Internet is a company incorporated and headquartered in Ohio and registered to do business in some states. It is listed on the New York Stock Exchange and is widely held by institutional investors. Northeast Internet is engaged in the provision of high-speed Internet connections for the telecommunications industry. This line of business is referred as “G-Sat Com management,” for “ground to satellite telecommunications management” service. It works in the US and Europe, but never anywhere else because of U.S. Government concern that some of the technology could be converted to military use by unfriendly nations. Wry Will is CEO, Chairman of the Board of Directors whereas Bartleby Coin is CFO of Northeast Internet. Wry Will has developed the idea of joining with Renminbi Telecom in some manner for Northeast Internet to provide G-Sat Com management service to its customer base and to develop the US market.

Renminbi Telecom Company is the fifth largest manufacturer of electronic equipment in China and the largest developers of software for G-Sat Com management in China. Renminbi Telecom's President, Chen Yuan, is a former General in the People's Liberation Army of China. He knows that the US Government is concerned about foreign ownership of telecommunication providers as well as such companies' use of foreign manufactured equipment. Renminbi Telecom has not yet entered the US or European markets, but has an interest in doing so.

The Proposed Transaction & Issues

William Wired has developed the idea of joining with Renminbi Telecom in some manner for Northeast Internet to provide G-Sat Com management service to its customer base and to develop the US market nationally for the use of Renminbi Telecom's equipment and software. William Wired also sees the transaction as a solution to Northeast Internet's desire ...