Attached files
| file | filename |
|---|---|
| S-1 - GetFugu, Inc. | v183310_s1.htm |
| EX-23.2 - GetFugu, Inc. | v183310_ex23-2.htm |
|
EXHIBIT
5.1
|
 |
601
S. Figueroa
Suite
3900
Los
Angeles, CA 90017
213.892.4992
213.892.7731
fax
www.luce.com
|
Board of
Directors
GetFugu,
Inc.
8560 West
Sunset Boulevard, 7th
Floor
West
Hollywood, California 90025
|
Re:
|
Registration Statement
on Form S-1
|
Gentlemen:
We have
acted as your counsel in the preparation of a Registration Statement on Form S-1
(the “Registration Statement”) to be filed with the Securities and Exchange
Commission for the registration of the following securities (“Securities”): (i)
common stock, $0.001 par value per share (“Common Stock”) and (ii) warrants to
purchase Common Stock (“Warrants”), in units, consisting of Common Stock and
Warrants (“Units”) at an aggregate initial offering price not to exceed
$3,000,000, of GetFugu, Inc., a Nevada corporation (the “Company”), as set forth
in the Registration Statement.
For
purposes of rendering this opinion, we have made such legal and factual
examinations as we have deemed necessary under the circumstances and, as part of
such examination, we have examined, among other things, originals and copies,
certified or otherwise, identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate. For the purposes of such examination, we have assumed
the genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us. Our opinion is
limited solely to matters set forth herein. The law covered by the
opinions expressed herein is limited to the Federal law of the United States and
the law applicable to corporations of the State of California.
On the
basis of and in reliance upon the foregoing examination and assumptions, we are
of the opinion that, assuming the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act of 1933, as amended,
the Securities being offered, when issued in accordance with the Registration
Statement and will be validly issued, fully paid and
non-assessable.
We hereby
consent in writing to the use of our opinion as an exhibit to the Registration
Statement and any amendment thereto and to the references to our firm and such
opinion in such Registration Statement.
Very
truly yours,
LUCE,
FORWARD, HAMILTON & SCRIPPS llp