Attached files
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| S-1/A - PEGASUS TEL, INC. | forms1a102709.htm |
| EX-23.2 - PEGASUS TEL, INC. | forms1a102709ex23-2.htm |
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THE SOURLIS LAW FIRM
Securities and Corporate
Attorneys
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Virginia
K. Sourlis, Esq., MBA*
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The
Galleria
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Philip
Magri, Esq.+
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2
Bridge Avenue
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Joseph
M. Patricola, Esq.*+#
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Red
Bank, New Jersey 07701
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(732)
530-9007 Fax (732) 530-9008
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www.SourlisLaw.com
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*
Licensed in NJ
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Virginia@SourlisLaw.com
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+
Licensed in NY
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#
Licensed in DC
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October
27, 2009
Board of
Directors
Pegasus
Tel, Inc.
118
Chatham Road
Syracuse,
NY 13203
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Re:
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Pegasus
Tel, Inc.
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Registration
Statement on Form S-1
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6,425,537
Shares of Common Stock
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Dear
Board of Directors of Pegasus Tel, Inc.
We have
acted as securities counsel to Pegasus Tel, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-1("Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), to register an aggregate of 6,425,537 of common stock, par value $0.0001
per share, of the Company registered on behalf of the Selling Stockholders named
in the Registration Statement (the "Shares").
In our
capacity as counsel to the Company, we have reviewed the Company's articles of
incorporation, as amended, and by-laws, the Registration Statement, the exhibits
to the Registration Statement and such other records, documents, statutes and
decisions as we have deemed relevant in rendering this opinion.
In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons signing or delivering any instrument, the
authenticity of all documents admitted to us as originals, the conformity to
original documents submitted to us as certificated or photostatic copies, and
the authenticity of the originals of such latter documents. As to any facts
material to this opinion, we have relied upon statements and representations of
officers and other representatives of the Company.
Based
upon the foregoing and having regard for such legal considerations as we deem
relevant, we are of the opinion that the 6,425,537 Shares being registered in
the Registration Statement on behalf of the Selling Stockholders
listed in the Registration Statement have been duly and validly authorized for
issuance and are legally issued, fully paid and non-assessable.
We
express no opinion on the laws of any jurisdiction other than the Delaware
General Corporation Law (DGCL) and the applicable provisions of the Delaware
constitution and reported judicial interpretations interpreting these
laws.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement, as may be amended from time to time. We also consent to the reference
to my name and this firm under the heading "Legal Matters" in the prospectus
which forms a part of the Registration Statement. In giving such consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
Very
truly yours,
The
Sourlis Law Firm
/s/
Virginia K. Sourlis, Esq.
Virginia
K. Sourlis, Esq.