Attached files
| file | filename |
|---|---|
| S-1/A - Crumbs Bake Shop, Inc. | v183022_s1.htm |
| EX-1.1 - Crumbs Bake Shop, Inc. | v183022_ex1-1.htm |
| EX-4.4 - Crumbs Bake Shop, Inc. | v183022_ex4-4.htm |
| EX-3.2 - Crumbs Bake Shop, Inc. | v183022_ex3-2.htm |
| EX-10.1 - Crumbs Bake Shop, Inc. | v183022_ex10-1.htm |
| EX-10.4 - Crumbs Bake Shop, Inc. | v183022_ex10-4.htm |
| EX-10.5 - Crumbs Bake Shop, Inc. | v183022_ex10-5.htm |
| EX-10.7 - Crumbs Bake Shop, Inc. | v183022_ex10-7.htm |
| EX-14.1 - Crumbs Bake Shop, Inc. | v183022_ex14-1.htm |
| EX-10.6 - Crumbs Bake Shop, Inc. | v183022_ex10-6.htm |
EXHIBIT
5.1
May 6,
2010
57th
Street General Acquisition Corp.
590
Madison Avenue, 35th Floor
New York,
New York 10022
Ladies
and Gentlemen:
Reference is made to the Registration
Statement on Form S-1 (File No. 333- 163134), as amended (the
“Registration Statement”) filed by 57th Street General Acquisition Corp. (the
“Company”), a Delaware corporation, under the Securities Act of 1933, as amended
(the “Act”), covering (i) 5,000,000 units, with each unit consisting of one
share of the Company’s common stock, par value $.0001 per share (the “Common
Stock”), and one warrant to purchase one share of Common Stock (the “Warrants,”
and the shares of Common Stock underlying the Warrants, the “Warrant Shares”) to
the underwriters for whom Morgan Joseph & Co. Inc. is acting as
representative (collectively, the “Underwriters”), (ii) up to 750,000 units
which the Underwriters will have a right to purchase from the Company to cover
over-allotments, if any (the “Over-Allotment Units,” and collectively with the
5,000,000 units to be sold pursuant to the terms of the Registration Statement,
the “Units”), (iii) up to 5,750,000 shares of Common Stock underlying the Units,
(iv) up to 5,750,000 Warrants underlying the Units, and (v) up to 5,750,000
Warrant Shares underlying the Warrants included in the Units.
We
have examined such documents and considered such legal matters as we have deemed
necessary and relevant as the basis for the opinion set forth below. With
respect to such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as reproduced or
certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.
Based
upon the foregoing, we are of the opinion that:
1. Units. When the Registration
Statement becomes effective under the Act and when the offering is completed as
contemplated by the Registration Statement, such Units will be validly issued,
fully paid and non-assessable.
2. Common Stock. When the
Registration Statement becomes effective under the Act and when the offering is
completed as contemplated by the Registration Statement, the shares of Common
Stock will be validly issued, fully paid and non-assessable.
3. Warrants and Warrant Shares.
When the Registration Statement becomes effective under the Act, when the terms
of the warrant agreement under which the Warrants are to be issued (the “Warrant
Agreement”) are duly established and the Warrant Agreement is duly executed and
delivered, when the terms of the Warrants underlying the Units and of their
issuance and sale are duly established in conformity with the Warrant Agreement
and when such Warrants are duly executed and authenticated in accordance with
the Warrant Agreement and issued, delivered, sold and paid for as part of the
Units, as contemplated by the Registration Statement, such Warrants will be
legally binding obligations of the Company in accordance with their terms,
except (a) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally and by
general equitable principles (regardless of whether enforceability is
considered in a proceeding in equity or at law); (b) as enforceability of
any indemnification or contribution provision may be limited under the Federal
and state securities laws, and (c) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought (collectively, the “Exceptions”) and such Warrants will be duly
issued, fully paid and non-assessable, and the Warrant Shares underlying such
Warrants, when duly issued, delivered, sold and paid for upon exercise of such
Warrants, as contemplated by the Warrant Agreement, such Warrants and the
Registration Statement, will be validly issued, fully paid and
non-assessable.
We are
opining solely on all applicable statutory provisions of Delaware corporate law,
including the rules and regulations underlying those provisions, all applicable
provisions of the Delaware Constitution, all applicable judicial and regulatory
determinations in connection therewith and, as to the Warrants constituting
legally binding obligations of the Company, solely with respect to the laws
of the State of New York. Our opinion is based on these laws as in effect on the
date hereof. We express no opinion as to whether the laws of any
jurisdiction are applicable to the subject matter hereof. We are not
rendering any opinion as to compliance with any federal or state law, rule
or regulation relating to securities, or to the sale or issuance
thereof.
We hereby
consent to the use of this opinion as an exhibit to the Registration Statement,
to the use of our name as your counsel and to all references made to us in the
Registration Statement and in the Prospectus forming a part thereof. In giving
this consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act, or the rules and
regulations promulgated thereunder. This opinion is given as of the effective
date of the Registration Statement, and we are under no duty to update the
opinions contained herein.
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Very
truly yours,
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/s/ Ellenoff Grossman & Schole
LLP
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Ellenoff
Grossman & Schole
LLP
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