Attached files
Exhibit
5.1
THE
LAW OFFICE OF
CONRAD
C. LYSIAK, P.S.
601
West First Avenue, Suite 903
Spokane,
Washington 99201
(509)
624-1475
FAX:
(509) 747-1770
EMAIL:
cclysiak@lysiaklaw.com
January
27, 2010
Board of
Directors
Surna
Inc.
2nd
Floor, 1901 Avenue of the Stars
Los
Angeles, CA 90067
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RE:
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Surna
Inc.
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Gentlemen:
Please be advised that I represent
Surna Inc. (the “Company”). I have reached the following conclusions
regarding the sale of 750,000 shares of common stock minimum, 1,500,000 shares
of common stock maximum on, a Form S-1 registration statement at an offering
price is $0.10 per share.
1. The Company is a duly and legally
organized and existing Nevada state corporation, with its registered office
located in Reno, Nevada and its principal place of business located in Dalian,
China. The Articles of Incorporation and corporate registration fees
were submitted to the Nevada Secretary of State’s office and filed with the
office on October 15, 2009. The Company’s existence and form is valid
and legal pursuant to Nevada law.
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, its Constitution
and reported judicial decisions interpreting those laws and when such stock was
issued it was duly authorized, fully paid for and non-assessable. The
common stock to be sold under this Form S-1 Registration Statement is likewise
legal under the laws of the State of Nevada, its Constitution and reported
judicial decisions interpreting those laws and when such stock is issued it will
be duly authorized, fully paid for and non-assessable.
3. To my 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. I 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. I 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.
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Securities
and Exchange Commission
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RE:
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Surna
Inc.
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January
27, 2010
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Page
2
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4. The Company’s outstanding
shares are all common shares. There are no liquidation preference
rights held by any of the Shareholders upon voluntary or involuntary liquidation
of the Company.
5. The directors and
officers of the Company are indemnified against all costs, expenses, judgments
and liabilities, including attorney’s fees, reasonably incurred by or imposed
upon them or any of them in connection with or resulting from any action, suit
or proceedings, civil or general, in which the officer or director is or may be
made a party by reason of his being or having been such a director or
officer. This indemnification is not exclusive of other rights to
which such director or officer may be entitled as a matter of law.
6. By directors’ resolution,
the Company has authorized the issuance of up to 3,000,000 shares of common
stock.
The Company’s Articles of Incorporation
presently provide the authority to the Company to issue 100,000,000 shares of
common stock, with a par value of $0.00001 per share. Therefore, the
Board of Directors’ Resolution which authorizes the issuance for sale of 750,000
shares of common stock minimum, 1,500,000 shares of common stock maximum on a
Form S-1 registration statement is within the authority of the Company’s
directors and the shares, when issued, will be validly issued, fully paid and
non-assessable.
I consent to filing this opinion as an
exhibit to the Company=s Form S-1
registration statement.
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Yours
truly,
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The
Law Office of Conrad C. Lysiak, P.S.
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BY:
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CONRAD C.
LYSIAK
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Conrad
C. Lysiak
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