Attached files
| file | filename |
|---|---|
| S-1 - REGISTRATION STATEMENT - Enterologics, Inc. | fs1_enterologics.htm |
| EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - Enterologics, Inc. | fs1ex10i_enterologics.htm |
| EX-3.3 - BY-LAWS - Enterologics, Inc. | fs1ex3iii_enterologics.htm |
| EX-23.1 - CONSENT OF WEBB & COMPANY, P.A. - Enterologics, Inc. | fs1ex23i_enterologics.htm |
| EX-4.1 - FORM OF STOCK CERTIFICATE - Enterologics, Inc. | fs1ex4i_enterologics.htm |
| EX-3.2 - AMENDMENT TO ARTICLES OF INCORPORATION - Enterologics, Inc. | fs1ex3ii_enterologics.htm |
| EX-3.1 - ARTICLES OF INCORPORATION - Enterologics, Inc. | fs1ex3i_enterologics.htm |
Exhibit
5.1
David
Lubin & Associates, PLLC
5 North
Village Avenue, 2nd
Floor
Rockville
Center, NY 11570
Telephone:
(516) 887-8200
Facsimile:
516-887-8250
david@dlubinassociates.com
February
16, 2010
Enterologics,
Inc.
657
Central Avenue
Cedarhurst,
New York 11516
Attention:
Dr. Robert Hoerr
Re: Registration Statement on
Form S-1 (the "Registration Statement")
Gentlemen:
We have
acted as counsel to Enterologics, Inc. (the "Company") in connection with its
filing with the Securities and Exchange Commission of a Registration Statement
on Form S-1 (the “Registration Statement”), pursuant to the Securities Act of
1933, as amended (the “Act”). The Registration Statement relates to the proposed
resale of up to 15,700,000 shares of common stock held by selling security
holders (the “Shares”).
In
connection therewith, we have examined and relied upon original, certified,
conformed, photostat or other copies of (a) the Articles of Incorporation and
Bylaws of the Company; (b) resolutions of the Board of Directors of the Company;
(c) the Registration Statement and the exhibits thereto; and (d) such corporate
records of the Company, certificates of public officials, certificates of
officers of the Company and other documents, agreements and instruments as we
have deemed necessary as a basis for the opinions herein contained. In all such
examinations, we have assumed the genuineness of all signatures on original
documents, and the conformity to originals or certified documents of all copies
submitted to us as conformed, photostat or other copies. In passing upon certain
corporate records and documents of the Company, we have necessarily assumed the
correctness and completeness of the statements made or included therein by the
Company, and we express no opinion thereon.
Based on
our examination mentioned above, we are of the opinion that the currently issued
and outstanding Shares are legally and validly issued, fully paid and
non-assessable.
We are
attorneys admitted to practice in New York. We are familiar with the applicable
provisions of the Nevada Revised Statutes, the applicable provisions of the
Nevada Constitution and reported judicial decisions interpreting these laws, and
we have made such inquiries with respect thereto as we consider necessary to
render this opinion with respect to a Nevada corporation. This opinion letter is
opining upon and is limited to the current federal securities laws of the United
States and, Nevada law, including the statutory provisions, all applicable
provisions of the Nevada Constitution and reported judicial decisions
interpreting those laws, as such laws presently exist and to the facts as they
presently exist. We express no opinion with respect to the effect or
applicability of the laws of any other jurisdiction.
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 "Legal Matters" in the prospectus forming a part
of the Registration Statement. In giving such consent, we do not
thereby admit that we are included within the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations promulgated
thereunder.
| Sincerely, | |
| /s/ David Lubin & Associates, PLLC | |
| DAVID LUBIN & ASSOCIATES, PLLC |