Attached files
EXHIBIT
5.1
DIANE
D. DALMY
ATTORNEY
AT LAW
8965
W. CORNELL PLACE
LAKEWOOD,
COLORADO 80227
303.985.9324
(telephone)
303.988.6954
(facsimile)
June 3,
2010
Ms.
Caroline Swart
President/Chief
Executive Officer
Revival
Resources, Inc.
112 North
Curry Street
Carson
City, Nevada 89703
Re:
Revival Resources, Inc.
Registration
Statement on Form S-1
Ladies
and Gentlemen:
I have
acted as counsel for Revival Resources, Inc., a Nevada corporation (the
“Company”) in connection with the preparation of a registration statement on
Form S-1 (the “Registration Statement”), filed with the Securities and Exchange
Commission on June 3, 2010, including any and all subsequent amendments to the
Registration Statement as filed with the Securities and Exchange Commission,
pursuant to the Securities Act of 1933, as amended (the “1933 Securities Act”).
The Registration Statements relates to the proposed public offering of up to
4,000,000 shares of the Company’s common stock (the “Common
Stock”).
In
connection with this opinion, I have made such investigations and examined such
records, including: (i) the Registration Statement; (ii) the Company’s Articles
of Incorporation, as amended; (iii) such corporate minutes as I deemed necessary
to the performance of my services and to give this opinion; and (iv) such other
instruments, documents and records as I have deemed relevant and necessary to
examine for the purpose of this opinion. I have also examined and am familiar
with the originals or copies, certified or otherwise identified to my
satisfaction, of such other documents, corporate records and other instruments
as I have deemed necessary for the preparation of this opinion. In expressing
this opinion I have relied, as to any questions of fact upon which my opinion is
predicated, upon representations and certificates of the officers of the
Company. I am not qualified to practice law in any jurisdiction other than the
State of Colorado.
Revival
Resources, Inc.
Page
Two
June 3,
2010
In giving
this opinion I have assumed: (i) the genuineness of all signatures and the
authenticity and completeness of all documents submitted to me as originals; and
(ii) the conformity to originals and the authenticity of all documents supplied
to me as certified, photocopied, conformed or facsimile copies and the
authenticity and completeness of the originals of any such
documents.
I am
providing this opinion to you in accordance with Item 601(b)(5) of Regulation
S-K promulgated under the 1933 Securities Act for filing as Exhibit 5 to the
Registration Statement. The opinions herein are limited to the Federal laws of
the United States of American and the corporate law of the State of Nevada,
including all applicable statutory provisions of law and the reported judicial
decisions interpreting these laws in effect as of the date of effectiveness of
this Registration Statement. I do not express any opinion concerning any law of
any other jurisdiction or the local laws of any jurisdiction.
Based
upon the foregoing, I am of the opinion that the shares of Common Stock to be
offered and sold by the Company to the public, when issued and sold in the
manner described in the Registration Statement, will be validly issued, fully
paid and non-assessable.
I hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name in the Prospectus constituting a part
thereof in connection with the matters referred to under the caption “Legal
Matters”.
Sincerely,
Diane
D. Dalmy