Attached files
| file | filename |
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| S-1 - REGISTRATION STATEMENT - EcoReady Corp | fs12010_centracan.htm |
| EX-23.1 - ACCOUNTANTS CONSENT - EcoReady Corp | fs12010ex23i_centracan.htm |
Exhibit 5.1
September 15, 2010
Centracan Incorporated
555 Winderley Place, Suite 300
Orlando FL 32751
Gentlemen:
You have requested our opinion, as counsel for Centracan Incorporated, a Florida corporation (the “Company”), in connection with the registration statement on Form S-1 (the “Registration Statement”), under the Securities Act of 1933 (the “Securities Act”), filed by the Company with the U.S. Securities and Exchange Commission.
The Registration Statement relates to 22,589,533 shares of common stock, including (i) up to 3,859,000 shares issued in connection with the reverse merger on May 11, 2010; (ii) up to 7,499,998 shares of common stock issuable upon conversion of the principal amount of the secured convertible notes at a conversion price of $0.30 per share; (iii) up to 5,615,000 shares of common stock issuable upon exercise of outstanding Series A warrants at an exercise price of $0.60 per share; and (iv) up to 5,615,000 shares of common stock issuable upon exercise of outstanding Series B warrants at an exercise price of $1.00 per share, that were issued in connection with the private placement closed on August 31, 2010.
We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion. It is our opinion that the ordinary shares to be sold by the selling shareholders issuable upon conversion of the convertible notes and the ordinary shares issuable upon the exercise of warrants will be, duly authorized and legally issued, fully paid and non-assessable upon issuance.
No opinion is expressed herein as to any laws other than the laws of the State of Florida. This opinion opines upon Delaware law including the statutory provisions, all applicable provisions of the statutes and reported judicial decisions interpreting those laws.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Interests of Named Expert and Counsel” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
ANSLOW & JACLIN, LLP
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By:
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/s/ Anslow & Jaclin, LLP
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ANSLOW & JACLIN, LLP
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195 Route 9 South, 2nd Floor, Manalapan, NJ 07726 Tel 732 409 1212 Fax 732 577 1188
1350 Avenue of the Americas, 3rd Floor, New York, NY 10019 Tel 646 837 8754 Fax 646 619 4494