[AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT Zuoan Fashion Limited Not Applicable Cayman Islands 2320 Not Applicable Rooms 213 to 215, Block 8 Name of Agent for Service (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: James C. Lin, Esq. David Roberts, Esq. Approximate date of commencement of proposed sale] [FORM OF OPINION OF DAVIS POLK & WARDWELL LLP [ ], 2011 Zuoan Fashion Limited Rooms 213 to 215, Block 8 No. 1150 Luochuan Middle Road Shanghai 200072 China Dear Ladies and Gentlemen: Zuoan Fashion Limited We have examined such matters of fact and law as we have deemed necessary or advisable for the purpose of this opinion. We hereby] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of our report dated January 4, 2011, relating to the consolidated financial statements of Zuoan Fashion Limited and subsidiaries, and to the reference to our Firm under the caption “Experts” in the prospectus. GHP Horwath, P.C. Denver, Colorado 1 EX-23.1 3 a2201586zex-23_1.htm EX-23.1]