Attached files
file | filename |
---|---|
S-1/A - MICRO IMAGING TECHNOLOGY, INC. | v195045_s1a.htm |
EX-23.2 - MICRO IMAGING TECHNOLOGY, INC. | v195045_ex23-2.htm |
Exhibit
5.1
Dieterich
& Mazarei
11300
West Olympic Boulevard, Suite 800
Los
Angeles, California 90064
August
23, 2010
Micro
Imaging Technology, Inc.
970 Calle
Amanecer, Suite F
San
Clemente, California 92673
Gentlemen:
I refer
to the amended Registration Statement on Form S-1/A5, the “Registration
Statement” filed by Micro Imaging Technology, Inc., a California corporation
(the “Company”), with the United States Securities and Exchange Commission under
the Securities Act of 1933, relating to the offer, by the selling shareholders
listed therein and the Company, of 11,000,000 shares of common stock, $0.01 par
value per share (the “Stock”).
As
counsel to the Company, I have examined such corporate records, documents and
questions of law as I have deemed necessary or appropriate for the purposes of
this opinion, including a review of applicable federal law. In these
examinations, I have assumed the genuineness of signatures and the conformity to
the originals of the documents supplied to me as copies. As to various
questions of fact material to this opinion, I have relied upon statements and
certificates of officers and representatives of the Company.
Based
upon of this examination, I am of the opinion that under California law,
including the statutory provisions, all applicable provisions of the California
constitution and reported judicial decisions interpreting those laws, the
11,000,000 shares of stock offered by the selling shareholder have been validly
authorized, and, when issued in accordance with the terms of the Registration
Statement and the agreements between the Company and the Selling Shareholder,
will be legally issued, fully paid, and non-assessable upon declaration of the
effectiveness of the Company’s Registration Statement on Form S-1. If any of the
11,000,000 shares are transferred or sold in accordance with the terms of the
prospectus, they would continue to be legally issued, fully paid, non-assessable
shares of the Company.
I hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and with such state regulatory agencies in states that may require
filings in connection with the registration of the Stock for an offer and sale
in those states.
Respectfully,
/s/
Christopher Dieterich
Christopher
H. Dieterich,
for
Dieterich & Mazarei