Opinion Letter

Abstract

In recent months, US companies have been warned by a US House Intelligence Committee to avoid doing business with two leading technology firms of China as they pose a national security threat to the country. These firms are suppliers of telecommunications equipment. In spite of this scenario, Northeast Internet Corporation, which is one of largest internet service provider in many states of America, 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. Renminbi Telecom is the fifth largest technology firm of China. As an attorney, the CEO of Northeast Internet Corporation seeks my advice and I propose him different circumstances of this transaction, which are discussed in details in this paper. The important issues include: business entities, security interests and securities and attorney - client privilege.

Table of Contents

Facts5

Issue:5

1-Business Entities5

Joint Venture6

Partnership6

Corporation7

Limited Liability Company (LLC)7

2-Sales of Goods - Article 2 of the Uniform Commercial Code7

3-Security Interests - Article 9 of the Uniform Commercial Code8

Foreign Corrupt Practices Act of 19779

4-Attorney - Client Privilege9

Recommendation10

References11

Opinion Letter

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

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

TO: Wry Will

FROM: Ahmad Alhabib

Date: NOVEMBER 10, 2012

Confidential: Northeast Internet Corporation

Address:Ohio 44126

RE:Northeast Internet proposed deal with Renminbi Telecom.

______________________________________________________________________________________________

Dear Mr. Wry Will,

You have asked us to look at the proposed deal between your and Renminbi Telecom. We have just finished seeing all documents and financial statements about Northeast Internet and Renminbi Telecom. We discovered some issues in the deal; we will discuss the alternatives available to Northeast Internet with you as soon as you will be in our office.

Sincerely,

Ahmad Alhabib

Facts:

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 ...