Attached files
| file | filename |
|---|---|
| S-1/A - Cell-nique Corp | v164843_s1a.htm |
| EX-23.3 - Cell-nique Corp | v164412_ex23-3.htm |
Miles
Garnett
Attorney
at Law
66 Wayne
Avenue
Atlantic
Beach, N.Y.11509-1537
Tel.
(516) 371-4598
------------------
6/30/2009
Cell-nique
Corporation.
12 Old
Stage Coach Road
Weston CT
06883
Re: Registration
Statement on Form S-1 (CIK 0001470512)
In our
capacity as counsel to Cell-nique
Corporation., a Delaware corporation (the "Company"), I have been asked
to render this opinion in connection with a Registration Statement on Form S-1
(the "Registration Statement") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), for registration under the
Act of an aggregate of 6,000,000 shares of the Company's Common Stock, par value
$.00001 per share ("Common Stock").
I have
examined such corporate records, certificates and other documents as I have
considered necessary and proper for the purpose of this opinion. In such
examination, I have assumed the geniuses of all signatures, the authenticity of
all documents submitted to me as originals, the conformity to the original
documents submitted to me as copies and the authenticity of the originals of
such latter documents. As to any facts material to my opinion, I have, when
relevant facts were not independently established, relied upon the aforesaid
record, certificates and documents.
Based on
the foregoing, It is my opinion that when (i) the Registration Statement shall
have become effective under the Securities Act of 1933, as amended, (ii) the
Certificates for the company's shares of the common stock have been duly
executed, countersigned, registered and delivered and the consideration
therefore transferred to the Company, then the Stock shall be validly issued,
fully paid and non-assessable.
Cell-nique
Corporation.
6/30/2009
Page
2
I hereby
consent to the filing of this opinion as herein set forth as Exhibit 5.1 to the
Registration Statement and further consent to the reference to my firm under the
caption "Legal Matters" in the Prospectus forming a part of the Registration
Statement. By giving the foregoing consent, I do not admit that I come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission thereunder.
This
opinion letter is based as to matters of law solely on the General Corporation
Law of the State of Delaware, its statutes and case law. I express no opinion
herein as to any other laws, statutes, regulations, or ordinances.
I assume
no obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter. This opinion letter has been prepared solely
for your use in connection with the filing of the Registration Statement on the
date of this opinion letter and should not be quoted in whole or in part or
otherwise be referred to, nor filed with or furnished to any governmental agency
or other person or entity, without my prior written consent.
Very
truly yours,
/s/ Miles
Garnett
Miles
Garnett