Attached files
| file | filename |
|---|---|
| S-1 - REGISTRATION STATEMENT - AMERICAN SURGICAL HOLDINGS INC | fs11209_asah.htm |
| EX-23.1 - CONSENT OF WEBB & COMPANY P.A. - AMERICAN SURGICAL HOLDINGS INC | fs11209ex23i_asah.htm |
December
22, 2009
American
Surgical Holdings, Inc.
10039
Bissonet, Suite #250
Houston,
TX 77036-7852
Gentlemen:
You have
requested our opinion, as counsel for American Surgical Holdings, Inc. a
Delaware corporation (the "Company"), in connection with the registration
statement on Form S-1 (the "Registration Statement"), under the Securities Act
of 1933 (the "Act"), filed by the Company with the Securities and Exchange
Commission.
The
Registration Statement relates to an offering of 3,060,500 shares of the
Company’s common stock underlying warrants.
We have
examined such records and documents and made such examination of laws as we have
deemed relevant in connection with this opinion. It is our opinion that the
shares of common stock to be sold by the selling shareholders will be duly
authorized and legally issued, fully paid and non-assessable when the warrants
are exercised.
No
opinion is expressed herein as to any laws other than the State of Delaware of
the United States. This opinion opines upon Delaware law including the statutory
provisions, all applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting those laws.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption “Experts” in the
Registration Statement. In so doing, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Act and the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very
truly yours,
ANSLOW
& JACLIN, LLP
|
By:
|
Anslow
& Jaclin, LLP
|
195 Route
9 South, Suite 204, Manalapan, New Jersey 07726
Tel:
(732) 409-1212 Fax: (732) 577-1188