CANNED, FROZEN and PRESERVED FRUIT, VEG and FOOD SPECIALTIES – Page 48

ALN [American Lorain] S-3/A: Registration No. 333-164605 FORM S-3/A (Amendment No. 2)

[Registration No. 333-164605 FORM S-3/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN LORAIN CORPORATION Nevada 2068 87-0430320 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Beihuan Road United Corporate Services, Inc. Copies to: Christopher S. Auguste, Esq. Ari Edelman, Esq. Kramer Levin Naftalis & Frankel] [May 6, 2010 American Lorain Corporation Beihuan Road Junan County Shandong, China 276600 Re: Registration Statement on Form S-3 Ladies and Gentlemen: Company Registration Statement Commission Act Prospectus Common Stock Preferred Stock Rights Units Securities We are acting as special Nevada counsel for American Lorain Corporation, a Nevada corporation (the We have been advised by the Company that: A.] [23.2 Consent of Independent Registered Public Accounting Firm We hereby consent to your disclosure of our audit report dated March 11, 2010 on the consolidated financial statements as of and for the years ended December 31, 2009 and 2008, of American Lorain Corporation, in the Registration Statement on Form S-3/A. For the purpose of the aforesaid Form S-3/A, we also]

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ALN [American Lorain] 10-K/A: (Original Filing)

[FORM 10-K/A AMENDMENT NO. 1) ( For the fiscal year ended: December 31, 2009 For the transition period from __________to ____________ AMERICAN LORAIN CORPORATION Nevada 87-0430320 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Beihuan Zhong Road Junan County Shandong, Peoples Republic of China, 276600 (86) 539-7318818 (Former name, former address and former fiscal year, if] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-160822) of American Lorain Corporation of our report dated March 11, 2010 with respect to the consolidated financial statements of American Lorain Corporation, which report appears in this Annual Report on Form 10-K/A of American Lorain Corporation for] [I, Si Chen, the Chief Executive Officer of American Lorain Corporation, certify that: 1. I have reviewed this annual report on Form 10-K/A of American Lorain Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [I, Yilun Jin, the Chief Financial Officer of American Lorain Corporation, certify that: 1. I have reviewed this annual report on Form 10-K/A of American Lorain Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [OF THE SARBANES-OXLEY ACT OF 2002 1. 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.] [OF THE SARBANES-OXLEY ACT OF 2002 1. 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.]

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ALN [American Lorain] 10-K/A: FORM 10-K/A AMENDMENT NO. 1) ( For the

[FORM 10-K/A AMENDMENT NO. 1) ( For the fiscal year ended: December 31, 2009 For the transition period from __________to ____________ AMERICAN LORAIN CORPORATION Nevada 87-0430320 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Beihuan Zhong Road Junan County Shandong, Peoples Republic of China, 276600 (86) 539-7318818 (Former name, former address and former fiscal year, if] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-160822) of American Lorain Corporation of our report dated March 11, 2010 with respect to the consolidated financial statements of American Lorain Corporation, which report appears in this Annual Report on Form 10-K/A of American Lorain Corporation for] [I, Si Chen, the Chief Executive Officer of American Lorain Corporation, certify that: 1. I have reviewed this annual report on Form 10-K/A of American Lorain Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [I, Yilun Jin, the Chief Financial Officer of American Lorain Corporation, certify that: 1. I have reviewed this annual report on Form 10-K/A of American Lorain Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [OF THE SARBANES-OXLEY ACT OF 2002 1. 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.] [OF THE SARBANES-OXLEY ACT OF 2002 1. 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.]

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ALN [American Lorain] 8-K: (Original Filing)

[7-Eleven® American Lorain Corporation Launches Lunch Box Products JUNAN COUNTY, China , April 28, 2010 -- American Lorain Corporation (NYSE Amex: ALN) ("American Lorain" or the "Company"), an international processed snack foods and convenience food manufacturer based in the Shandong Province, China today announced that 550 7-Eleven convenience stores in Guangzhou, China began selling Lorain®-branded Lunch Box products. American Lorain] [__________________________ FORM 8-K CURRENT REPORT April 28, 2010 Date of report (Date of earliest event reported) AMERICAN LORAIN CORPORATION Nevada 001-34449 87-0430320 (State or other jurisdiction of (I.R.S. employer incorporation) identification no.) Shandong, China 276600 Beihuan Road (86) 539-7318818 Item 8.01. Other Events. (d) 99.1 American Lorain Corporation Press Release, dated April 28, 2010. AMERICAN LORAIN CORPORATION 8-K 1 form8k.htm]

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ALN [American Lorain] 8-K: 7-Eleven® American Lorain Corporation Launches Lunch Box Products

[7-Eleven® American Lorain Corporation Launches Lunch Box Products JUNAN COUNTY, China , April 28, 2010 -- American Lorain Corporation (NYSE Amex: ALN) ("American Lorain" or the "Company"), an international processed snack foods and convenience food manufacturer based in the Shandong Province, China today announced that 550 7-Eleven convenience stores in Guangzhou, China began selling Lorain®-branded Lunch Box products. American Lorain] [__________________________ FORM 8-K CURRENT REPORT April 28, 2010 Date of report (Date of earliest event reported) AMERICAN LORAIN CORPORATION Nevada 001-34449 87-0430320 (State or other jurisdiction of (I.R.S. employer incorporation) identification no.) Shandong, China 276600 Beihuan Road (86) 539-7318818 Item 8.01. Other Events. (d) 99.1 American Lorain Corporation Press Release, dated April 28, 2010. AMERICAN LORAIN CORPORATION 8-K 1 form8k.htm]

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ALN [American Lorain] S-3/A: (Original Filing)

[Registration No. 333-164605 FORM S-3/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN LORAIN CORPORATION Nevada 2068 87-0430320 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Beihuan Road United Corporate Services, Inc. Copies to: Christopher S. Auguste, Esq. Ari Edelman, Esq. Kramer Levin Naftalis & Frankel]

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ALN [American Lorain] S-3/A: Registration No. 333-164605 FORM S-3/A (Amendment No. 1)

[Registration No. 333-164605 FORM S-3/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN LORAIN CORPORATION Nevada 2068 87-0430320 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Beihuan Road United Corporate Services, Inc. Copies to: Christopher S. Auguste, Esq. Ari Edelman, Esq. Kramer Levin Naftalis & Frankel]

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ALN [American Lorain] CORRESP: (Original Filing)

[American Lorain Corporation April 5, 2010 VIA EDGAR AND FEDERAL EXPRESS Mr. Anne Nguyen Parker Re: American Lorain Corporation Dear Ms. Parker: On behalf of American Lorain Corporation ("we" or the "Company"), we respond as follows to the Staffs comment letter dated February 19, 2010 relating to the above-captioned registration statement on Form S-3. Captions and page references herein correspond]

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ALN [American Lorain] CORRESP: American Lorain Corporation April 5, 2010 VIA EDGAR

[American Lorain Corporation April 5, 2010 VIA EDGAR AND FEDERAL EXPRESS Mr. Anne Nguyen Parker Re: American Lorain Corporation Dear Ms. Parker: On behalf of American Lorain Corporation ("we" or the "Company"), we respond as follows to the Staffs comment letter dated February 19, 2010 relating to the above-captioned registration statement on Form S-3. Captions and page references herein correspond]

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ALN [American Lorain] 10-K/A: (Original Filing)

[FORM 10-K/A (Amendment No. 2) For the fiscal year ended: December 31, 2008 For the transition period from __________ to ____________ AMERICAN LORAIN CORPORATION Delaware 87-0430320 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Beihuan Zhong Road (86) 539-7318818 (Former name, former address and former fiscal year, if changed since last report) Yes [ ] No] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Si Chen, the Chief Executive Officer of American Lorain Corporation, certify that: 1. I have reviewed this annual report on Form 10-K of American Lorain Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Yilun Jin, the Chief Financial Officer of American Lorain Corporation, certify that: 1. I have reviewed this annual report on Form 10-K of American Lorain Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary] [1. 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. th] [1. 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. th]

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