Attached files
EXHIBIT 5.1
JIN, SCHAUER & SAAD LLC
600 17th Street, Suite 2700 South
Denver, Colorado 80202
Telephone: (720) 889-2211 Facsimile: (720) 889-2222
November 25, 2009
Promap Corporation
7060B South Tucson Way
Centennial, Colorado 80112
Re: S-1 Registration Statement for common stock of Promap Corporation
(the "Company")
Gentlemen:
At your request, we have examined the Registration Statement which is
being filed with the Securities and Exchange Commission ("SEC"), on Form S-1
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of
(a) 1,500,000 shares of common stock of selling shareholders; and
(b) 800,000 shares of Promap Corporation, a Colorado corporation.
In rendering the following opinion, we have examined and relied only
upon the documents, and certificates of officers and directors of the Company
as are specifically described below. In our examination, we have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to us as originals, and the conformity with the
original documents of all documents submitted to us as copies. Our
examination was limited to the following documents and not others:
a) Certificates of Incorporation of the Company, as amended to date;
b) Bylaws of the Company, as amended to date; and
c) Certified Resolutions adopted by the Board of Directors of the
Company authorizing the issuance of the stock.
We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.
Based on the foregoing, it is our opinion that the 1,500,000 shares
being registered under the Registration Statement for resale by current
shareholders have been duly and validly authorized and duly and validly
issued and are fully paid and non-assessable, and the 800,000 shares being
offered for sale will be duly and validly authorized, duly and validly
issued, fully paid and non-assessable under Colorado Laws.
We express no opinion as to compliance with the Securities Act or "blue
sky" laws of any state in which the stock is proposed to be offered and sold
or as to the effect, if any, which non-compliance with such laws might have
on the validity of transfer of the stock.
We consent to the filing of this opinion as an exhibit to the
Registration Statement in connection with the offering described therein. We
further consent to the reference to us under the caption "Experts and Legal
Counsel" in the prospectus included in the Registration Statement.
This opinion covers only matters of Colorado law and nothing in this
opinion shall be deemed to imply any opinion related to the laws of any other
jurisdiction. Nothing herein shall be deemed to relate to or constitute an
opinion concerning any matters not specifically set forth above.
The information set forth herein is as of the date of this letter. We
disclaim any undertaking to advise you of changes which may be brought to our
attention after the effective date of the Registration Statement.
Sincerely,
JIN, SCHAUER & SAAD LLC
By /s/ Jon D. Sawyer
Jon D. Sawyer