Attached files
| file | filename |
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| S-1/A - CYBERDEFENDER CORP | v163097_s1a.htm |
| EX-23.1 - CYBERDEFENDER CORP | v163097_ex23-1.htm |
RICHARDSON
& PATEL LLP
10900
Wilshire Boulevard
Suite
500
Los
Angeles, California 90024
Telephone
(310) 208-1183
Facsimile
(310) 208-1154
October
19, 2009
Board of
Directors
CyberDefender
Corporation
12121
Wilshire Boulevard, Suite 350
Los
Angeles, California 90025
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Re:
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CyberDefender
Corporation
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Registration
Statement on Form S-1
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Gentlemen:
We have
acted as counsel for CyberDefender Corporation, a California corporation (the
“Company”), in connection with the preparation of a Registration Statement on
Form S-1 filed by the Company with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Act of 1933, as amended (“Act”),
relating to the public sale of 9,726,067 shares of common stock offered for
resale by certain selling shareholders. This opinion is being
furnished pursuant to Item 601(b)(5) of Regulation S-K under the
Act.
In
connection with rendering the opinion as set forth below, we have reviewed (a)
the Registration Statement and the exhibits thereto: (b) the
Company’s Articles of Incorporation, as amended; (c) the Company’s Bylaws; (d)
certain records of the Company’s corporate proceedings as reflected in its
minute books, and (e) such statutes, records and other documents as we have
deemed relevant.
In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and conformity with the originals
of all documents submitted to us as copies thereof. In addition, we
have made such other examinations of law and fact as we have deemed relevant in
order to form a basis for the opinion hereinafter expressed.
Based
upon the foregoing, we are of the opinion that the shares of common stock that
have been issued by the Company and included in the Registration Statement for
sale by the selling shareholders, as well as those shares of common stock that
will be issued as a result of the exercise of the common stock purchase
warrants, are, and in the case of the shares issuable as a result of the
exercise of the common stock purchase warrants, will be, validly issued, fully
paid and nonassessable.
Board of
Directors
CyberDefender
Corporation
October
19, 2009
Page
2
We hereby
consent to the use of this opinion as an exhibit to the Registration Statement
and to the references to this firm in the Registration Statement. In
giving this consent, we do not thereby admit that we are acting within the
category of persons whose consent is required under Section 7 of the Securities
Act and the rules and regulations of the Securities and Exchange Commission
thereunder.
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/s/
Richardson & Patel LLP
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RICHARDSON
& PATEL LLP
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