Attached files
EXHIBIT 5.01
DIANE D. DALMY
ATTORNEY AT LAW
8965 W. CORNELL PLACE
LAKEWOOD, COLORADO 80227
303.985.9324 (TELEPHONE)
303.988.6954 (FACSIMILE)
October 15, 2009
Mr. Donald L. Conover, President
Momentum Healthcare Services Inc.
3 Church Circle
Suite 130
Annapolis, Maryland 21401
Re: Momentum Healthcare Services Inc.
Registration Statement on Form S-1
To Whom It May Concern:
I have acted as counsel for Momentum Healthcare Services, Inc., a corporation
organized under the laws of the State of Delaware (the "Company") in connection
with the preparation of a registration statement on Form S-1 (the "Registration
Statement"), filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "1933 Securities Act"), relating to the
proposed public offering of up to 6,000,000 shares of the Company's class A
common stock (the " Class A Common Stock").
In connection with this opinion, I have made such investigations and examined
such records, including: (i) the Registration Statement; (ii) the Company's
Articles of Incorporation, as amended; (iii) such corporate minutes as I deemed
necessary to the performance of my services and to give this opinion; and (iv)
such other instruments, documents and records as I have deemed relevant and
necessary to examine for the purpose of this opinion. I have also examined and
am familiar with the originals or copies, certified or otherwise identified to
my satisfaction, of such other documents, corporate records and other
instruments as I have deemed necessary for the preparation of this opinion. In
expressing this opinion I have relied, as to any questions of fact upon which my
opinion is predicated, upon representations and certificates of the officers of
the Company. I am not qualified to practice law in any jurisdiction other than
the State of Colorado.
Momentum Healthcare Services Inc.
Page Two
October 15, 2009
In giving this opinion I have assumed: (i) the genuineness of all signatures and
the authenticity and completeness of all documents submitted to me as originals;
and (ii) the conformity to originals and the authenticity of all documents
supplied to me as certified, photocopied, conformed or facsimile copies and the
authenticity and completeness of the originals of any such documents. In giving
this opinion, I have relied upon certificates of incumbency and certificates of
officers of the Company, respectively.
I am providing this opinion to you in accordance with Item 601(b)(5) of
Regulation S-K promulgated under the Securities Act for filing as Exhibit 5.1 to
the Registration Statement. The opinions herein are limited to the Federal laws
of the United States of America and the law of the State of Delaware, including
all applicable provisions of the Constitution of the State of Delaware,
statutory provisions of the State of Delaware and reported judicial decisions of
the courts of the State of Delaware interpreting those laws. I do not express
any opinion concerning any law of any other jurisdiction or the local laws of
any jurisdiction.
Based upon the foregoing, I am of the opinion that the shares of Class A Common
Stock to be sold by the Company to the public, when issued and sold in the
manner described in the Registration Statement, will be validly issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name in the Prospectus constituting a part
thereof in connection with the matters referred to under the caption "Legal
Matters".
Sincerely,
/s/ DIANE D. DALMY
Diane D. Dalmy