Attached files
| file | filename |
|---|---|
| S-1/A - Empire Post Media, Inc. | v179062_s1a.htm |
| EX-23.1 - Empire Post Media, Inc. | v179062_ex23-1.htm |
| EX-23.2 - Empire Post Media, Inc. | v179062_ex23-2.htm |
EXHIBIT
5.1
OPINION
OF THE LAW OFFICES OF WILLIAM B. BARNETT, P.C.
RE:
THE LEGALITY OF THE SHARES BEING REGISTERED
(AND
INCLUDES EXHIBIT 23.2)
|
LAW
OFFICES OF
William
B. Barnett
OF
COUNSEL
Alan
L. Rosen
|
21550
OXNARD STREET
MAIN
PLAZA - SUITE 200
WOODLAND
HILLS, CALIFORNIA 91367
TELEPHONE
(818) 595-7717
FAX
(818) 999-2269
wbarnett@wbarnettlaw.com
|
March
29 2010
Mr. Peter
Dunn
Empire
Post Media, Inc.
280 South
Beverly Drive, Suite 205
Beverly
Hills, California 90212
|
Empire
Post Media, Inc.
Registration
Statement on Form S-1
|
Dear Mr.
Dunn:
We
have acted as your counsel in connection with the Registration Statement (the
"Registration Statement") on Form S-1 (File No. 333-163782) filed by Empire Post
Media, Inc., a Nevada corporation (the "Company"), with the Securities and
Exchange Commission (the “Commission”) under the Securities Act of 1933, as
amended (the "Act"), relating to the offering of up to 12,000,000 shares of the
Company’s common stock, par value $0.001 per share (the “Shares”) to be sold by
a selling shareholder.
You
have requested our opinion as to the matters set forth below in connection with
the Registration Statement. For purposes of rendering that opinion, we have
examined the Registration Statement, as amended, the Company’s Articles of
Incorporation and Bylaws, and the corporate action of the Company that provides
for the issuance of the Shares, and we have made such other investigation as we
have deemed appropriate. We have examined and relied upon certificates of public
officials, and as to certain matters of fact that are material to our opinion;
we have also relied on a certificate of an officer of the Company. In rendering
our opinion, we have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity of the
originals of all documents submitted as copies; and (c) the truth and accuracy
and completeness of the information, representations and warranties contained in
the records, documents, instruments and certificates we have
reviewed.
Our
opinion set forth below is limited to the State of Nevada Corporation Laws,
including the applicable provisions of the Nevada Constitution and reported
judicial decisions interpreting those laws.
Based
upon and subject to the foregoing, it is our opinion that the Shares to be sold
by the selling shareholder have been duly authorized and are legally issued,
fully paid and non-assessable.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm in the related Prospectus under the
caption “Interests of Named Experts and Counsel.” In giving this consent, we
specifically do not allege to being an “expert” within the meaning of such term
as used in the Securities Act of 1933, as amended, or the rules and regulations
of the Commission issued thereunder, with respect to any part of the
Registration Statement, including this opinion as an exhibit or
otherwise.
|
Yours
truly,
|
|
 |
|
|
William
B. Barnett
|