SYUT [Synutra International] 8-K: 3,300,000 Shares SYNUTRA INTERNATIONAL, INC. Common Stock (par
[3,300,000 Shares SYNUTRA INTERNATIONAL, INC. Common Stock (par value US$0.0001 per share) EQUITY UNDERWRITING AGREEMENT OPPENHEIMER & CO. INC. 300 MADISION AVENUE NEW YORK, NY 10017 USA ROTH CAPITAL PARTNERS, LLC 24 CORPORATE PLAZA NEWPORT BEACH, CA 92660 USA As Representatives of the several Underwriters Schedule I named in Ladies and Gentlemen: Company Underwriters Firm Shares Common Stock Optional Shares] [OPINION AND CONSENT OF DAVIS POLK AND WARDWELL LLP June 30, 2010 2275 Research Blvd., Suite 500 Rockville, Maryland 20850 Ladies and Gentlemen: Company Registration Statement Securities Act Common Stock We have acted as counsel for Synutra International, Inc., a Delaware corporation (the “ We, as your counsel, have examined originals or copies, certified or otherwise identified to our satisfaction,] []