[April 2, 2014 STRICTLY CONFIDENTIAL Mr. Winston C. Yen Chief Financial Officer Orient Paper Inc. Science Park, Juli Road, Xushui County Baoding City, Hebei Province China 072550 Dear Mr. Yen: Agreement Wainwright Offering Securities This letter agreement (this " Compensation; Reimbursement Closing A. Company shall compensate Wainwright as follows: 1. Cash Fee. 430 Park Avenue | New York, New York] [1, 2014 July STRICTLY CONFIDENTIAL Mr. Winston C. Yen Chief Financial Officer Orient Paper Inc. Science Park, Juli Road, Xushui County Baoding City, Hebei Province China 072550 Dear Mr. Yen: "Original Agreement") "Company") ("Wainwright") This amendment amends our letter agreement dated April 2, 2014 (the In acknowledgment that the foregoing correctly sets forth the understanding reached by Wainwright and the] [August 19, 2014 STRICTLY CONFIDENTIAL Mr. Winston C. Yen Chief Financial Officer Orient Paper Inc. Science Park, Juli Road, Xushui County Baoding City, Hebei Province China 072550 Dear Mr. Yen: Original Agreement ") to extend the Term (as defined in Section B thereof of the Original Agreement) until October 1, 2014. This amendment is effective as of July 31, 2014.] [August 25, 2014 STRICTLY CONFIDENTIAL Mr. Winston C. Yen Chief Financial Officer Orient Paper Inc. Science Park, Juli Road, Xushui County Baoding City, Hebei Province China 072550 Dear Mr. Yen: This amendment amends our letter agreement dated April 2, 2014, between Orient Paper, Inc. (the "Company" ) and H.C. Wainwright & Co., LLC ( "Wainwright" "Original Agreement" ) in order] [Orient paper, inc. Holder Initial Exercise Date Termination Date Company Section 1 Definitions Purchase Agreement Section 2 Exercise a) Exercise Price $1.70 Exercise Price b) Cashless Exercise c) VWAP “ 2 Mechanics of Exercise d) DWAC ii. Rescission Rights iii. 3 Buy-In No Fractional Shares or Scrip 4 Charges, Taxes and Expenses provided however Closing of Books vii. 5 Holder’s] [September 3, 2014 Orient Paper, Inc. Science Park, Juli Road Ladies and Gentlemen: Company Purchase Agreement Purchasers Shares Common Stock Placement Agent Engagement Letter Base Prospectus Registration Statement Prospectus Commission Act We have acted as special Nevada counsel to Orient Paper, Inc., a Nevada corporation (the “ Transaction Documents Governing Documents 100 North City Parkway, Suite 1600 Las Vegas, NV] [September 3, 2014 Orient Paper, Inc. Science Park, Juli Road Xushui County, Baoding City Hebei Province, The People’s Republic of China 072550 Ladies and Gentlemen: Company Shares Common Stock Securities Registration Statement Commission Act Prospectus Prospectus Supplement We are acting as counsel to Orient Paper, Inc., a Nevada corporation (the “ Very truly yours, EX-5.2 8 f8k082714ex5ii_orientpaper.htm OPINION OF DLA] [SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Securities Purchase Agreement (this “ Securities Act NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: ARTICLE I. Definitions 1.1 Acquiring Person “ Action “] []