Attached files
| file | filename |
|---|---|
| S-1 - Flagship Global Corp | v177764_s1.htm |
| EX-3.2 - Flagship Global Corp | v177764_ex3-2.htm |
| EX-4.1 - Flagship Global Corp | v177764_ex4-1.htm |
| EX-3.1 - Flagship Global Corp | v177764_ex3-1.htm |
| EX-23.1 - Flagship Global Corp | v177764_ex23-1.htm |
| EX-99.1 - Flagship Global Corp | v177764_ex99-1.htm |
BEFUMO & SCHAEFFER
PLLC
2020
Pennsylvania Avenue, NW Suite 840 | Washington, DC 20006| Ph: 202-725-6733 |
Fax: 202-478-2900
March 17,
2010
|
TO:
|
Board
of Directors
|
NL
One Corporation
5348
Vegas Drive
Las
Vegas, NV 89108
RE:
Common Stock of NL One Corp. Registered on Form S-1, filed March 17,
2010
Dear
Sirs;
We have
acted as counsel to NL One Corporation (the “Company”), a corporation
incorporated under the laws of the State of Nevada, in connection with the
filing, on March 17, 2010, of a registration statement on Form S-1 (the
“Registration Statement”) under the Securities Act of 1933, as
amended (the “Securities Act”) of 18,880,000 shares of the Company’s common
stock, consisting of:
|
|
1.
|
4,000,000
shares of common stock for sale by the Company;
and
|
|
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2.
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14,880,000
shares of common stock for resale by certain selling shareholders named in
the Registration Statement.
|
(Collectively,
the “Registered Shares”)
We have
examined the originals or certified copies of such corporate records of the
Company and/or public officials and such other documents and have made such
other factual and legal investigations as we have deemed relevant and necessary
as the basis for the opinions set forth below. In our examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to authentic original
documents of all documents submitted to us as copies or as facsimiles of copies
or originals, which assumptions we have not independently verified.
Based
upon the foregoing and the examination of such legal authorities as we have
deemed relevant, and subject to the qualifications and further assumptions set
forth below, we are of the opinion that the Registered Shares have been, or
shall upon issuance, be issued as duly and validly authorized and issued, fully
paid and non-assessable.
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 laws of the United States
and, as set forth above, 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 assume no
obligation to revise or supplement this opinion letter should the laws of such
jurisdiction be changed after the date hereof by legislative action, judicial
decision or otherwise.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not represent that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the General Rules and Regulations of the Securities
and Exchange Commission.
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Sincerely,
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|
/s/ Andrew J. Befumo
|
Andrew J.
Befumo, Partner, Befumo & Schaeffer, PLLC