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MICHAEL
GOLIGHTLY
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59 West 100
South
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| Attorney at Law |
Second
Floor
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Telephone: (801) 575-8073 ext 105 | ||
| Admitted in Utah and Texas |
Salt Lake
City, Utah 84101
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Facsimile: (801) 575-8092 |
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1.
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The
Company's Articles of Incorporation and amendments thereto and Bylaws as
submitted to me by the Company pursuant to my request for
same;
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2.
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The
Registration Statement herein
referenced;
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3.
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The
Board of Directors Resolution, dated February 12, 2008, authorizing and
approving the Company's Amendment
No. Two to The 2008 Stock Incentive Plan and the preparation of the
Registration Statement;
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4.
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The
Company’s 2008 Stock Incentive Plan, Amendment No.
2;
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5.
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The
Company's Section 10(a) Prospectus for the Registration
Statement;
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6.
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The
Company's Form 10-KSB for the fiscal year ended December 31, 2006 as
amended, the Company’s Form 10-QSB for the quarter ended March 31, 2007,
as amended, the Company’s Form 10-QSB for the quarter ended June 30, 2007,
and the Company’s Form 10-QSB for the quarter ended September 30, 2007 all
as filed with the SEC;
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7.
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Such
other documents as I have deemed necessary for the purposes of this
Opinion.
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(A)
Certain of the remedial provisions of the 2008 Stock Incentive Plan,
Amendment No 1 may be further limited or rendered unenforceable by other
applicable laws and
interpretations.
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(B)
In rendering the opinion that the shares of the Common Stock to be
registered pursuant to the Registration Statement and issued under the
Amended Stock Incentive Plan will be validly issued, fully paid and
non-assessable, I assumed that: (1) the Company's Board of Directors has
exercised good faith in establishing the value paid for the Shares; (2)
all issuances and cancellations of the capital stock of the Company will
be fully and accurately reflected in the Company's Stock Records as
provided by the Company's transfer agent; and (3) the consideration, as
determined by the Company's Board of Directors, to be received in exchange
for each issuance of common stock of the Company, has been paid in full
and actually received by the
Company.
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(C)
I have made no independent verification of the facts asserted to be true
and accurate by authorized representatives of the Company and have assumed
that no person or entity has engaged in fraud or misrepresentation
regarding the inducement relating to, or the execution or delivery of, the
documents reviewed.
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(D)
In rendering this opinion I have assumed that all signatures are genuine,
that all documents submitted to me as copies conform substantially to the
originals, that all documents have been duly executed on or as of the date
represented on the documents, that execution and delivery of the documents
was duly authorized on the part of the parties, that all documents are
legal, valid and binding on the parties and that all corporate records are
complete.
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(E)
I have assumed that the Company is satisfying the substantive requirements
of Form S-8 and I expressly disclaim any opinion regarding the Company's
compliance with such requirements, whether they are of federal or state
origin, or any opinion as to the subsequent tradeability of any Shares
issued pursuant to the Benefit
Plan.
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(F)
I am admitted to practice law in the States of Utah and
Texas. I am not admitted to practice law in the States of
Nevada, California or Delaware or in any other jurisdiction where the
Company may own property or transact business. This opinion is
with respect to federal law only and I have not consulted legal counsel
from any other jurisdiction for the purpose of the opinion contained
herein. I expressly except from this opinion any opinion as to
whether or to what extent a Delaware court or any other court would apply
Delaware law, or the law of any other state or jurisdiction, to any
particular aspect of the facts, circumstances and transactions that are
the subject of this opinion.
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(G)
This opinion is strictly limited to the parameters contained and
referenced herein and is valid only as to the signature date with respect
to the same. I assume no responsibility to advise you of any
subsequent changes or developments which might affect any aspect to this
opinion.
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