Attached files
| file | filename |
|---|---|
| S-1 - Emmaus Life Sciences, Inc. | v172669_s1.htm |
| EX-23.1 - Emmaus Life Sciences, Inc. | v172669_ex23-1.htm |
Exhibit
5.1
January
29, 2010
CNS
Response, Inc.
85
Enterprise, Suite 410
Aliso
Viejo, CA 92656
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Re:
|
CNS
Response, Inc.
|
|
Registration
Statement on Form S-1
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Ladies
and Gentlemen:
At your
request, we have examined the Registration Statement on Form S-1 (the "Registration
Statement") to which this letter is attached as Exhibit 5.1 filed by CNS
Response, Inc., a Delaware corporation (the "Company"),
in order to register under the Securities Act of 1933, as amended (the "Act"), the
resale by the selling shareholders identified in the prospectus constituting a
part of the Registration Statement of an aggregate of 44,595,438 shares of
issued and outstanding Common Stock of the Company and 20,722,098 shares of
Common Stock of the Company issuable upon exercise of outstanding warrants (the
"Warrants")
issued by the Company, and any additional shares of Common Stock of the Company
which may be registered pursuant to Rule 462(b) under the Act (the "Shares").
We have
examined originals or certified copies of such corporate records of the Company
and other certificates and documents of officials of the Company, public
officials and others as we have deemed appropriate for purposes of this letter.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to authentic original
documents of all copies submitted to us as conformed and certified or reproduced
copies.
Based on
the foregoing, we are of the opinion that (i) the 44,595,438 shares
of issued and outstanding Common Stock have been duly authorized, and are
validly issued, fully paid and non-assessable and (ii) the 20,722,098 shares of
Common Stock issuable upon exercise of the Warrants have been duly authorized
and, when issued upon such exercise in accordance with the terms of the Warrants
and following receipt by the Company of the consideration therefor, shall be
duly and validly issued, fully paid and nonassessable.
We
consent to the use of this opinion as an Exhibit to the Registration Statement
and to the use of our name in the Prospectus constituting a part thereof. We
assume no obligation to inform you of any facts, circumstances, events or
changes in the law that may hereafter be brought to our attention that may
alter, affect or modify the opinion expressed herein.
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Very
truly yours,
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/s/
Stubbs Alderton & Markiles, LLP
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STUBBS
ALDERTON & MARKILES,
LLP
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