8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

August 4, 2010

Date of Report (Date of earliest event reported)

AgFeed Industries, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-33674	20-2597168
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Ident. No.)
Suite A1001-1002, Tower 16, Hengmao Int’l Center Nanchang City, Jiangxi Province, China		330003
(Address of principal executive offices)		(Zip Code)

86-791-6669093

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 9.01             Financial Statements and Exhibits.

(d)           Exhibits:

5.1           Opinion of Holland & Hart LLP

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AGFEED INDUSTRIES, INC.
Dated:  August 5, 2010
	By:	/s/  Gerard Daignault
			Gerard Daignault
			Chief Operating Officer

EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Holland & Hart LLP

EX-5.1

August 4, 2010

AgFeed Industries, Inc.

Rm. A1001-1002, Tower 16

Hengomao Int’l Center

333 S. Guangchang Rd.

Nanchang, Jiangxi Province, PRC 330003

Re:        Registration Statement on Form S-3

Ladies and Gentlemen:

We are acting as special Nevada counsel for AgFeed Industries, Inc., a Nevada corporation (the “Company”), and have examined the Prospectus Supplement dated August 3, 2010 to the Registration Statement on Form S-3 Registration No. 333-160249 (the “Registration Statement”) relating to the registered issuance under the Securities Act of 1933, as amended (the “Act”), of 1,152,516 shares of Common Stock, par value $0.001 per share, of the Company (the “Shares”).

We have reviewed and are familiar with (a) the Company’s Articles of Incorporation and Bylaws, in each case as amended and certified to us by an officer of the Company, (b) a certificate of an officer of the Company representing certain matters in connection with the issuance of the Shares, which representations we have assumed the validity of and relied on, and (c) such other matters as we have deemed necessary for this opinion.

Based upon the foregoing, we are of the opinion that the Shares are legally and validly issued, fully paid and nonassessable.  This opinion is limited to matters governed by the laws of the State of Nevada.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and in the Prospectus included therein.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Sincerely,

/s/ Holland & Hart LLP

Holland & Hart LLP  Attorneys at Law

Phone (775) 327-3000  Fax (775) 786-6179  www.hollandhart.com

5441 Kietzke Lane  Second Floor  Reno, Nevada 89511

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