Attached files
| file | filename |
|---|---|
| S-1/A - ContinuityX Solutions, Inc. | v206139_s1a.htm |
| EX-23.1 - ContinuityX Solutions, Inc. | v206139_ex23-1.htm |
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December
22, 2010
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EDUtoons,
Inc.
101 East
52nd Street, 10th Floor
New York,
NY 10022
Gentlemen:
We have
acted as counsel to EDUtoons, Inc., a Delaware corporation (the “Company”) in
connection with its filing of a registration statement on Form S-1/A (the
“Registration Statement”) covering 3,000,000 shares of common stock $0.001 par
value (the “Common Stock”) to be sold by the Company.
In our
capacity as counsel to the Company, we have examined the copies of the Company’s
Certificate of Incorporation and By-laws, and the registration statement and all
exhibits thereto.
With
respect to factual matters, we have relied upon statements and certificates of
officers of the Company. We have also reviewed such other matters of law and
examined and relied upon such other documents, records and certificates as we
have deemed relevant hereto. In all such examinations we have assumed conformity
with the original documents of all documents submitted to us as conformed or
photostatic copies, the authenticity of all documents submitted to us as
originals and the genuineness of all signatures on all documents submitted to
us.
In
addition to the foregoing, we have also relied as to matters of fact upon the
representations made by the Company and their representatives. In addition, we
have assumed the genuineness of all signatures, 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 photostatic
copies.
On the
basis of the foregoing, we are of the opinion that the shares of Common Stock
covered by the Registration Statement, when sold by the Company, will be validly
authorized, legally issued, fully paid and non-assessable.
This
opinion opines upon Delaware law including all applicable provisions of the
statutory provisions, and reported judicial decisions interpreting those
laws.
We hereby
consent to the filing of this letter as an exhibit to the Registration Statement
and to the reference to our Firm in the Prospectus included therein under the
caption “Legal Representations”. We further consent to having this opinion
discussed in the Registration Statement filed by the Company. In
giving such consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 (the
“Act”) or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder, nor do we admit that we are
experts with respect to any part of the Registration Statement or Prospectus
within the meaning of the term “expert” as defined in Section 11 of the Act or
the rules and regulations promulgated thereunder.
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Very
truly yours,
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/s/
Gersten Savage LLP
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Gersten
Savage LLP
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