Attached files
file | filename |
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8-K - FORM 8-K - ARCADIA RESOURCES, INC | c07454e8vk.htm |
EX-99.1 - EXHIBIT 99.1 - ARCADIA RESOURCES, INC | c07454exv99w1.htm |
EX-1.1 - EXHIBIT 1.1 - ARCADIA RESOURCES, INC | c07454exv1w1.htm |
EX-10.1 - EXHIBIT 10.1 - ARCADIA RESOURCES, INC | c07454exv10w1.htm |
[ICE MILLER LLP LETTERHEAD]
Exhibit 5.1
October 28, 2010
Arcadia Resources, Inc.
9320 Priority Way West Drive
Indianapolis, Indiana 46240
9320 Priority Way West Drive
Indianapolis, Indiana 46240
Re: | Arcadia Resources, Inc., Registration Statement on Form S-3 (Registration Statement No. 333-168084) |
Ladies and Gentlemen:
We have acted as special counsel for Arcadia Resources, Inc., a Nevada corporation (the
Company), in connection with the issuance by the Company of up to an aggregate of 15,625,000
shares of common stock of the Company, par value $0.001 per share (Shares) pursuant to a
Registration Statement on Form S-3 (the Registration Statement) filed by the Company with the
Securities and Exchange Commission (Commission) on July 13, 2010, a base prospectus, dated July
29, 2010, included in the Registration Statement at the time it became effective (the Base
Prospectus), and the form of a prospectus supplement approved by the Board of Directors of the
Company and to be filed with the Commission pursuant to Rule 424(b) under the Securities Act of
1933, as amended (the Securities Act) (Prospectus Supplement and together with the Base
Prospectus, the Prospectus). The Shares will be sold in connection with the Placement Agent
Agreement by and between the Company and Wilmington Capital Securities, LLC, as placement agent,
dated October 28, 2010 (the Placement Agent Agreement). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Registration Statement.
In rendering our opinion, we have investigated those questions of law as we have deemed
necessary or appropriate for purposes of this opinion. We have also examined originals, or copies
certified or otherwise identified to our satisfaction, of those documents, corporate or other
records, certificates and other items that we deemed necessary to examine for purposes of this
opinion, including:
1. Registration Statement;
2. Base Prospectus;
3. Prospectus Supplement, in the form in which it was approved by the Board of Directors of
the Company on the date hereof and will be filed with the Commission under the Securities Act;
4. Subscription Agreement, in the form in which is was approved by the Board of Directors of
the Company on the date hereof;
5. Placement Agent Agreement;
Arcadia Resources, Inc.
October 28, 2010
Page 2
October 28, 2010
Page 2
6. A copy of the Amended and Restated Articles of Incorporation of the Company, together with
all amendments thereto;
7. A copy of the Amended and Restated Bylaws of the Company, as amended to date;
8. A certificate of the Company as to certain factual matters, including adoption of certain
resolutions of the board of directors; and
9. Such other documents and matters as we have deemed necessary or appropriate to express the
opinion set forth in this letter, subject to the assumptions, limitations and qualifications stated
herein.
In our examinations, we have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as originals, and the conformity
to original documents and completeness of all documents submitted to us as certified or
photostatic, facsimile or electronic copies and the authenticity of the originals of such certified
or copied documents. As to certain matters expressed herein, we have relied upon and assumed the
accuracy and completeness of certificates and reports of various state authorities and public
officials and of the Company.
Based on and subject to the foregoing and to the other qualifications and limitations set
forth herein, we are of the opinion that the Shares, upon issuance, payment and delivery in
accordance with the Subscription Agreements and the Prospectus, will be validly issued, fully paid
and non-assessable.
Please note that we are opining only as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters. This opinion is based upon currently existing
statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement,
to the disclosure and summarization of the opinion in the Registration Statement, including in the
Prospectus, and to the reference to our firm in the Registration Statement under the caption Legal
Matters. In giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Ice Miller LLP