[PRELIMINARY PROSPECTUS Subject to Completion Dated November 16, 2009 2,500,000 Shares Andatee China Marine Fuel Services Corporation Common Stock This is a firm commitment initial public offering of 2,500,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price for the shares of common stock offered] [November 16, 2009 Board of Directors Andatee China Marine Fuel Services Corporation Dalian Ganjingzi District, Dalian Wan Lijiacun Unit C, No. 68 West Binhai Road, Xigang District Dalian People’s Republic of China On the basis of the foregoing, and in reliance thereon, we are of the opinion that: Very truly yours, Cozen O’Connor Cozen O’Connor 2 EX-5.1 11 v165319_ex5-1.htm] [LOCK-UP AGREEMENT ________________, 2009 Rodman & Renshaw, LLC th 1251 Avenue of the Americas, 20 New York, NY 10020 Newbridge Securities Corporation Fort Lauderdale, Florida 33309 1451 West Cypress Creek Road, Suite 204 Re: Lock-Up Agreement Ladies and Gentlemen: This letter agreement (the “Agreement”) relates to the initial public offering (the “Offering”) by Andatee China Marine Fuel Services Corporation, a] [EMPLOYMENT AGREEMENT Agreement Executive Employer EMPLOYMENT AGREEMENT (this “ In consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. EMPLOYMENT OF EXECUTIVE. Employer hereby agrees to employ Executive, and Executive hereby agrees to be and] [Supplemental Agreement Supplemental Agreement Agreement Oriental Company This Supplemental Agreement (the “ WHEREAS: Star Blessing Andatee Goodwill Fusheng Oriental Subsidiaries WHEREAS: Transfer Share NOW, THRERFORE, 1, Amendment to the Agreement. 1) Article 2 of the Agreement will cease to be effective. 2) Ms. LAI WaiChi agrees that Mr. An Fengbin will be entitled to the right of obtaining the Transfer] [Authorization Agreement Agreement Minority Shareholders This Authorization Agreement (this “ WHEREAS Xingyuan WHEREAS WHEREAS WHEREAS , Star Blessing wholly-owned by Ms. LAI WaiChi, a citizen of Hong Kong; Goodwill WHEREAS WHEREAS NOW, THEREFORE, in consideration of the mutual promises of the parties and the terms and conditions hereof, the parties hereby agree as follows: 1, Authorization of Minority Interests The] [Authorization Letter H412251(A) 210211196701081410 I, Mrs.LAI WaiChi ,a citizen of the Hong Kong (the “HK”) with the ID No. of As the sole director of Oriental, Star Blessing, Goodwill and the potential wholly foreign owned enterprise(WFOE) in Dalian, China, I irrevocably authorize Mr. An Fengbin to exercise director’s rights of Oriental, Star Blessing, Goodwill and WFOE. I undertake that I] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-1 of our reports dated August 24, 2009 (except for the second paragraph of Note 1, Note 2(x) and Note 19, as to which the date is November 6, 2009) relating to the combined and consolidated financial statements of Goodwill Rich]