Attached files
| file | filename |
|---|---|
| S-1/A - EGPI FIRECREEK, INC. | v174944_s1a.htm |
| EX-21 - EGPI FIRECREEK, INC. | v174944_ex21.htm |
| EX-5.1 - EGPI FIRECREEK, INC. | v174944_ex5-1.htm |
February
18, 2010
To: Board
of Directors, EGPI Firecreek, Inc.
Re:
Registration Statement on Form S-1 (the "Registration Statement")
Gentlemen:
We have
acted as your counsel in connection with the registration
of 909,090,909 shares of Common stock of EGPI Firecreek, Inc.
(“EGPI”) $0.001 par value (the "Company Shares") issuable by the Company to
Kodiak Capital Group, LLC, 7,000,000 Company Shares held by certain selling
stockholders, and 2,000,000 Company Shares underlying certain convertible debt
previously issued by EGPI, in each case on the terms and conditions set forth in
the Registration Statement (collectively, the “Shares”).
In that
connection, we have examined original copies, certified or otherwise identified
to our satisfaction, of such documents and corporate records, and have examined
such laws or regulations, as we have deemed necessary or appropriate for the
purposes of the opinions hereinafter set forth.
Based on
the foregoing, we are of the opinion that:
1. EGPI
is a corporation duly organized and validly existing under the laws of the State
of Nevada.
2. The
Shares covered by the Registration Statement to be sold pursuant to the terms of
the Registration Statement have been duly authorized and, upon the sale thereof
in accordance with the terms and conditions of the Registration Statement will
be validly issued, fully paid and non-assessable.
We hereby
consent to be named in the Prospectus forming Part I of the aforesaid
Registration Statement under the caption, "Legal Matters" and the filing of this
opinion as an Exhibit to the Registration Statement.
Sincerely,