[Letterhead of Carson Boxberger LLP]
Bruce O. Boxberger
National Health Partners, Inc.
120 Gibraltar Road, Suite 107
Horsham, PA 19044
Re: National Health Partners, Inc. Registration Statement on Form S-1
Ladies and Gentlemen:
Reference is made to the Registration
Statement on Form S-1 (the Registration Statement) to be filed by
National Health Partners, Inc., an Indiana corporation (the Company),
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the Securities Act), covering 3,935,000 shares (the Shares) of
common stock, $.001 par value per share (Common Stock), of the Company, all
of which are currently issued and outstanding.
In connection with this opinion letter, we
have examined the Articles of Incorporation and Bylaws of the Company and such
other documents, records and other instruments as we have deemed appropriate
for purposes of the opinion set forth herein.
We have specifically relied upon the information and documentation
provided to us by the Company to be accurate and complete, each such document
that is an original is authentic, each such document that is a copy conforms to
an authentic original, and all signatures on each document are genuine.
Based upon the foregoing, it is our opinion
that he shares of Common Stock covered by the Registration Statement have been
duly authorized and are validly issued, fully paid and non-assessable.
The opinion rendered in this letter is based
solely on Indiana law and we express no opinion concerning the laws of any
other state. In addition, we express no
opinion concerning federal securities laws or regulations, or state securities
or blue sky laws or regulations. The
opinion rendered in this letter is expressed solely to the addressee hereof and
solely in connection with the Registration Statement. In addition, the opinion rendered in this
letter is expressly limited to the matters set forth above and we render no
opinion, whether by implication or otherwise, as to any other matters relating
to the Company or the Shares.