January
17, 2008
Max
Cash
Media, Inc.
50
Brompton Road, Apt. 1X
Great
Neck, NY, 11021
Gentlemen:
You
have
requested our opinion, as counsel for Max Cash Media, Inc., a Nevada corporation
(the "Company"), in connection with the registration statement on Form SB-2
(the
"Registration Statement"), under the Securities Act of 1933 (the "Act"), filed
by the Company with the Securities and Exchange Commission.
The
Registration Statement relates to an offering of 1,370,000
shares of the Company’s common stock.
We
have
examined such records and documents and made such examination of laws as we
have
deemed relevant in connection with this opinion. It is our opinion that the
shares of common stock to be sold by the selling shareholders have been duly
authorized and are legally issued, fully paid and non-assessable.
No
opinion is expressed herein as to any laws other than the State of Nevada of
the
United States. This opinion opines upon Nevada law including the statutory
provisions, all applicable provisions of the Nevada Constitution and reported
judicial decisions interpreting those laws.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption “Experts” in the
Registration Statement. In so doing, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Act and the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very
truly yours,
ANSLOW
& JACLIN, LLP
|
By:
|
/s/ Gregg
E. Jaclin
GREGG
E. JACLIN
|
195
Route
9 South, Suite 204, Manalapan, New Jersey 07726
Tel:
(732) 409-1212 Fax: (732) 577-1188