Attached files
| file | filename |
|---|---|
| S-1 - Virtus Oil & Gas Corp. | cgold_s1.htm |
| EX-3.1 - Virtus Oil & Gas Corp. | cgold_ex3-1.htm |
| EX-23.1 - Virtus Oil & Gas Corp. | cgold_ex23.htm |
| EX-3.2 - Virtus Oil & Gas Corp. | cgold_ex3-2.htm |
LAW
OFFICE OF MICHAEL M. KESSLER, P.C.
January
6, 2010
Mr.
Soenke Timm
President
Curry
Gold Corp
Bachstrasse
1
CH-9606
Butschwil
Switzerland
RE: Opinion of Counsel for Registration Statement on Form S-1 Under the Securities Act of 1933 (the "Registration Statement") of Curry Gold Corp, a Nevada corporation.
Dear Mr.
Timm:
The Law
Office of Michael M. Kessler, P.C, (the “Firm”), has acted as special counsel
for Curry Gold Corp, a Nevada corporation (the “Company”) for the sole purpose
of rendering this opinion in connection with the registration (pursuant to the
Registration Statement) for resale of 1,300,000 shares (the "Shares") of the
common stock, par value $0.001 per share, of the Company to be resold by the
share holders identified in the Registration Statement.
In our
capacity as special counsel to the Company, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the following
documents:
|
|
1.
Certificate of Incorporation of the Company, as amended to
date;
|
|
|
2.
Bylaws of the Company, as amended to
date;
|
|
|
3.
The records of corporate proceedings relating to the issuance of the
Shares authorizing the offering.
|
|
|
4. Regulation
S Subscription Agreements entered into by the Company and the selling
shareholders.
|
|
|
5.
Such other instruments and documents, if any, as we believe to
be necessary for the purpose of rendering the following
opinion.
|
In such
examinations, we have assumed the authenticity and completeness of all
documents, certificates and records submitted to us as originals, the conformity
to the original instruments of all documents, certificates and records submitted
to us as copies, and the authenticity and completeness of the originals of such
instruments. As to certain matters of fact relating to this opinion, we
have relied on the accuracy and truthfulness of certificates of officers of the
Company and on certificates of public officials, and have made such
investigations of law as we have believed necessary and relevant.
3436
AMERICAN RIVER DRIVE, SUITE 11
TELEPHONE
(916) 239-4000
FACSIMILE (916)
239-4008
Michael
M. Kessler, the principal of the firm is a licensed attorney. We do
not express any opinion as to the laws of any other jurisdiction other than the
General Corporation Law of the State of Nevada (the "NVCL"), all applicable
provisions of the State of Nevada Constitution and all reported judicial
decisions interpreting those laws as well as U.S. federal securities law. No
opinion is expressed herein with respect to the qualification of the Shares
under the securities or blue sky laws of any state or any foreign
Jurisdiction. This opinion is limited to the laws, including the
rules and regulations there under, as in effect on the date hereof. Based on the
following we are of the following opinion:
1. The
Company is a duly and legally organized and existing Nevada State Corporation,
with its mailing office and mailing address located at BCB Bachstrasse 1,
CH-9606 Butschwil, Switzerland. The Articles of Incorporation and corporate
registration fees were submitted to the Nevada Secretary of State's office and
filed with the office on September 30, 2009. The Company's existence and form is
valid and legal and active pursuant to the representation above and from a
review of the corporate filing information at the Nevada Secretary of State’s
Office as can be reviewed at Nevada Secretary of State’s Office web site whose
address is https://esos.state.nv.us/SOSServices/.
2. The
Company is a fully and duly incorporated Nevada corporate entity. The Company
has one class of Common Stock at this time. Neither the Articles of
Incorporation, Bylaws, and amendments thereto, nor subsequent resolutions change
the non-assessable characteristics of the Company's common shares of stock. The
Common Stock previously issued by the Company is in legal form and in compliance
with the laws of the State of Nevada, and when such stock was issued to the
reselling shareholders it was fully paid for and non-assessable. The common
stock to be resold under this Form S-1 Registration Statement is also legal
under the laws of the State of Nevada.
3. To our
knowledge, the Company is not a party to any legal proceedings nor are there any
judgments against the Company, nor are there any actions or suits filed or
threatened against it or its officers and directors, in their capacities as
such, other than as set forth in the registration statement. We know of no
disputes involving the Company and the Company has no claim, actions or inquires
from any federal, state or other government agency, other than as set forth in
the registration statement. We know of no claims against the Company or any
reputed claims against it at this time, other than as set forth in
the
registration
statement.
4. The
Company's current issued and outstanding shares are all common shares. There is
no liquidation preference right held by the present Shareholders upon voluntary
or involuntary liquidation of the Company.
2
5. By
directors’ resolution, the Company had authorized the issuance and sale of
1,300,000 shares of common stock Pursuant to Regulation S of the 1933 Securities
Act (“the Act”). The Company's Articles of Incorporation presently
set the authorized capital stock of the Company at 75,000,000 shares all
designated as Common Stock, with a $0.001 par value.
Based
upon the foregoing, we are of the opinion that the shares being offered for
resale by the named shareholders pursuant to this Registration
Statement were duly authorized and validly issued, fully paid for and
non-assessable as contemplated by the registration statement.
The Firm
does hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the references to this firm in the Registration Statement. In
giving this consent, we do not hereby admit that we were acting within the
category of persons whose consent is required under Section 7 of the Securities
Act and the rules and regulations of the Securities and Exchange Commission
thereunder.
Sincerely,
/s/ Michael M.
Kessler
The Law
Office of Michael M. Kessler, P.C.
By:
Michael M. Kessler, Esq
3