Attached files
Exhibit 5.1
CANE CLARK LLP 3273 E. Warm Springs
Kyleen E. Cane* Bryan R. Clark Las Vegas, NV 89120
Joe Laxague Scott P. Doney Telephone: 702-312-6255
Christopher T. Clark Facsimile: 702-944-7100
Email: sdoney@caneclark.com
October 19, 2010
Vantage Health
11400 West Olympic Boulevard Suite 640,
Los Angeles California 90064-11567
Re: Vantage Health, Registration Statement on Form S-1
Ladies and Gentlemen:
I have acted as special counsel for Vantage Health, a Nevada corporation
(the "Company"), in connection with the preparation of the registration
statement on Form S-1 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), relating to the offering of
22,009,375shares (the "Shares") held by the selling shareholders described in
the Registration Statement. Of the Shares, 14,150,000 have already been issued
and the remaining 7,859,375 are to be issued upon the exercise of warrants (the
"Warrants") as described in the Registration Statement.
In rendering the opinion set forth below, I have reviewed: (a) the
Registration Statement and the exhibits attached thereto; (b) the Company's
Articles of Incorporation; (c) the Company's Bylaws; (d) certain records of the
Company's corporate proceedings as reflected in its minute books; and (e) such
statutes, records and other documents as we have deemed relevant. In my
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and conformity with the originals
of all documents submitted to us as copies thereof. In addition, I have made
such other examinations of law and fact, as I have deemed relevant in order to
form a basis for the opinion hereinafter expressed.
Based upon the foregoing, I am of the opinion that the 14,150,000 shares of
common stock to be sold by selling shareholders are duly authorized and legally
issued by the Company and fully paid and non-assessable, and that the 7,859,375
shares of common stock underlying the Warrants, when exercised in accordance
with the exercise provisions of the Warrants, will be duly authorized and
legally issued by the Company and fully paid and non-assessable.
This opinion is based on Nevada general corporate law, including the
statutory provisions, all applicable provisions of the Nevada constitution and
reported judicial decisions interpreting those laws. I express no opinion, and
none should be inferred, as to any other laws, including, without limitation,
laws of any other state.
The opinions set forth herein are limited to the matters expressly set
forth in this opinion letter, and no opinion is to be implied or may be inferred
beyond the matters expressly so stated.
*Licensed in California, Washington and Hawaii;
Licensed in Colorado and District of Columbia
The opinions set forth herein are subject to the following qualifications:
(a) I have made no independent verification of the factual matters as set forth
in the documents or certificates reviewed, and (b) the opinions set forth herein
are limited to the matters expressly set forth in this opinion letter, and no
opinion is to be implied or may be inferred beyond the matters expressly so
stated.
Sincerly,
CANE CLARK, LLP
/s/ Scott Doney
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Scott Doney, Esq.
October 19, 2010
CONSENT
I HEREBY CONSENT to the inclusion of my name and use of my opinion in
connection with the amended Form S-1 Registration Statement filed with the
Securities and Exchange Commission as special counsel for the registrant,
Vantage Health
Sincerly,
CANE CLARK, LLP
/s/ Scott Doney
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Scott Doney, Esq
