Attached files
file | filename |
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S-1 - 11 GOOD ENERGY INC | c60913_s1.htm |
EX-10.3 - 11 GOOD ENERGY INC | c60913_ex10-3.htm |
EX-3.3 - 11 GOOD ENERGY INC | c60913_ex3-3.htm |
EX-2.1 - 11 GOOD ENERGY INC | c60913_ex2-1.htm |
EX-3.1 - 11 GOOD ENERGY INC | c60913_ex3-1.htm |
EX-2.2 - 11 GOOD ENERGY INC | c60913_ex2-2.htm |
EX-3.2 - 11 GOOD ENERGY INC | c60913_ex3-2.htm |
EX-3.4 - 11 GOOD ENERGY INC | c60913_ex3-4.htm |
EX-10.1 - 11 GOOD ENERGY INC | c60913_ex10-1.htm |
EX-10.5 - 11 GOOD ENERGY INC | c60913_ex10-5.htm |
EX-23.1 - 11 GOOD ENERGY INC | c60913_ex23-1.htm |
EX-10.6 - 11 GOOD ENERGY INC | c60913_ex10-6.htm |
EX-21.1 - 11 GOOD ENERGY INC | c60913_ex21-1.htm |
EX-10.2 - 11 GOOD ENERGY INC | c60913_ex10-2.htm |
EX-10.8 - 11 GOOD ENERGY INC | c60913_ex10-8.htm |
EX-10.7 - 11 GOOD ENERGY INC | c60913_ex10-7.htm |
EX-10.4 - 11 GOOD ENERGY INC | c60913_ex10-4.htm |
Steven Morse, Esq.
Morse & Morse, PLLC
1400 Old Country Road, Suite 320
Westbury, NY 11590
516-487-1446
516-487-1452/fax
morgold@aol.com
EXHIBIT 5.1
Board of Directors |
April 15, 2010 |
11 Good Energy, Inc.
4450 Belden Village Street N.W., Suite 800
Canton, OH 44718
Re: |
Opinion of Counsel |
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Registration Statement on Form S-1 |
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Gentlemen:
You have requested our opinion, as counsel for 11 Good Energy, Inc., a Delaware corporation (the Company), in connection with a registration statement on Form S-1 (the Registration Statement), under the Securities Act of 1933, as amended, filed by the Company with the Securities and Exchange Commission for the resale of 3,969,175 shares (the Registered Shares) of common stock, $.0001 par value (the Common Stock), by the selling security holders named in the Registration Statement, including 3,282,936 outstanding shares of Common Stock and 686,239 shares issuable upon exercise of outstanding Warrants.
We have examined such records and documents and made such examinations of law as we have deemed relevant in connection with this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.
Based upon the foregoing and in reliance thereon, we are of the opinion that 3,969,175 shares of common stock that are either outstanding or issuable upon exercise of warrants will be, when issued in the manner described in the Registration Statement, duly authorized, validly and legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We hereby further consent to the reference to us under the caption Legal Matters in the prospectus included in the Registration Statement.
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Sincerely, |
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/s/ MORSE & MORSE, PLLC |