Attached files
Exhibit 5.1
July 6, 2010
DRS Inc.
8245 SE 36th Street
Mercer Island, Washington 98040
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Re:
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Registration of 1,500,000 Shares of Common Stock of DRS Inc. Issuable Upon Exercise of Outstanding Stock Option Agreement
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Ladies and Gentlemen:
We have acted as counsel to DRS Inc., a Nevada corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), to be filed on or about the date hereof by the Company with the Securities and Exchange Commission. Such Registration Statement (the “Registration Statement”) relates to the resale of up to 1,500,000 shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”) issuable upon the exercise of an option granted to G2 International, Inc. (the “G2 Option”). You have requested our opinion with respect to certain legal matters described below.
In rendering our opinion, we have examined and relied upon the original or copies, certified to our satisfaction, of (i) the Articles of Incorporation and the Bylaws of the Company; (ii) resolutions of the Board of Directors of the Company; (iii) the Registration Statement and exhibits thereto; (iv) the Stock Option Agreement relating to the G2 Option; and (v) such other documents and instruments as we have considered appropriate for purposes of the opinion hereinafter expressed. In our examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or reproduction copies. As to various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independent check or verification of their accuracy.
Based on the foregoing examination and subject to the comments and assumptions noted below, we are of the opinion that the shares are duly authorized and, when issued and delivered upon payment to the Company of the agreed exercise price therefor and exercise of the G2 Option in accordance with its terms, will be validly issued, fully paid and nonassessable.
This opinion is limited in all respects to the corporate law of the state of Nevada in effect on the date hereof. This opinion is given as of the date hereof, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws or judicial decisions that may hereafter occur.
DRS Inc.
July 6, 2010
Page 2
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.
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Very truly yours,
/s/ Munck Carter, LLP
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