Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - Sunset Suits Holdings, Inc. | sunset_s1a.htm |
EX-23.1 - EXHIBIT 23.1 - Sunset Suits Holdings, Inc. | exh231.htm |
Exhibit 5
January 12, 2010
Sunset Suits Holdings, Inc.
ul.Garbary 57,
61-758
Poznań, Poland
Re: Registration Statement on Form S-1/A
Ladies and Gentlemen:
We are acting as special Nevada counsel for Sunset Suits Holdings, Inc., a Nevada corporation (the Company), and have examined Form S-1/A, as amended (the Registration Statement), relating to the registration under the Securities Act of 1933, as amended (the Act), of 5,128,217 shares of Common Stock, par value $0.001 per share (the Common Stock) of the Company.
We have reviewed and are familiar with (a) the Companys Articles of Incorporation, as amended, and Amended and Restated Bylaws certified to us by the Company, (b) a certificate of an officer of the Company representing certain matters in connection with the issuance of the Common Stock and the rights Plan (as defined below), which representations we have assumed the validity of and relied on, (c) the Companys Shareholder Rights Plan dated June 8, 2008 (the Rights Plan), and (d) such other matters as we have deemed necessary for this opinion.
Based upon the foregoing, we are of the opinion that the shares of Common Stock are currently outstanding, they are legally and validly issued, fully paid and nonassessable, and that the associated rights under the Rights Plan are duly authorized and validly existing, and the shares of common stock issuable under the Rights Plan, when issued in accordance with the Rights Plan, will be legally and validly issued, fully paid and nonassessable. This opinion is limited to matters governed by the laws of the State of Nevada.
Holland & Hart LLP Attorneys at Law
Phone (775) 327-3000 Fax (775) 786-6179 www.hollandhart.com
5441 Kietzke
Lane Second Floor Reno, Nevada 89511
Aspen Billings Boise Boulder Carson City
Cheyenne Colorado Springs Denver Denver Tech Center Jackson Hole Las Vegas Reno
Salt Lake City Santa Fe Washington, D.C
Sunset Suits Holdings, Inc. | |
January 12, 2010 | |
Page 2 |
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption Legal Matters in the Registration Statement and in the Prospectus included therein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Sincerely,
/s/ Holland & Hart
LLP
Holland & Hart LLP