Attached files
| file | filename |
|---|---|
| S-1/A - Vicapsys Life Sciences, Inc. | v166988_s1a.htm |
| EX-23.1 - Vicapsys Life Sciences, Inc. | v166988_ex23-1.htm |
Block & Garden,
LLP
5949
Sherry Lane
Suite
900
Dallas,
Texas 75225
November
20, 2009
SSGI,
INC.
8120
Belvedere Road, Suite 4
West Palm
Beach, Florida 33411
Re: Registration
Statement on Form S-1
Ladies
and Gentlemen:
We have
acted as special counsel to SSGI, Inc. (the “Company”) in connection with a
statement on Form S-1 (the “Registration Statement”) filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to an aggregate of 7,096,557 shares of common stock, par value $0.001per
share, of the Company (the “Shares”).
With your
permission, all assumptions and statements of reliance herein have been made
without any independent investigation or verification on our part except to the
extent otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied
upon.
In
connection with this opinion, we have (i) investigated such questions of
law, (ii) examined originals or certified, conformed or reproduction copies
of such agreements, instruments, documents and records of the Company, such
certificates of public officials and such other documents, and
(iii) received such information from officers and representatives of the
Company, as we have deemed necessary or appropriate for the purposes of this
opinion. In all such examinations, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of original
and certified documents and the conformity to original or certified documents of
all copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to the opinions expressed herein, we have relied
upon, and assume the accuracy of, representations and warranties contained in
the documents and certificates and oral or written statements and other
information of or from representatives of the Company and others and assume
compliance on the part of all parties to the documents with their covenants and
agreements contained therein.
Based
upon the foregoing, and subject to the limitations, qualifications and
assumptions set forth herein, we are of the opinion that the Shares have been
validly issued and are fully paid and non-assessable.
We assume
no obligation to supplement this letter if any applicable laws change after the
date hereof or if we become aware of any facts that might change the opinions
expressed herein after the date hereof.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption “Legal Matters” in
the Registration Statement. In giving this consent, we do not hereby admit that
we are in the category of persons whose consent is required under Section 7
of the Act.
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Very
truly yours,
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/s/
Block & Garden, LLP
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Block
& Garden, LLP
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