Published on August 22, 2008
EXHIBIT
5.1
SICHENZIA
ROSS FRIEDMAN FERENCE LLP
61
BROADWAY
NEW
YORK, NY 10006
TEL
212 930 9700 FAX 212 930 9725
WWW.
SRFF.COM
August
22, 2008
VIA
ELECTRONIC TRANSMISSION
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
CC 20549
Re:
Apollo Medical Holdings, Inc.
Ladies
and Gentlemen:
We
refer
to the registration statement on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended (the "Act"), filed by Apollo Medical
Holdings, Inc., a Delaware corporation (the "Company"), with the Securities
and
Exchange Commission on August 22, 2008.
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 securities
being
registered to be sold pursuant to the Registration Statement are duly authorized
and will be, when sold in the manner described in the Registration Statement,
legally and validly issued, and fully paid and non-assessable.
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.
Very
truly yours,
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/s/
Sichenzia Ross Friedman Ference LLP
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Sichenzia
Ross Friedman Ference
LLP
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