Attached files
file | filename |
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S-1 - Bluefire Renewables, Inc. | v210674_s1.htm |
EX-23.2 - Bluefire Renewables, Inc. | v210674_ex23-2.htm |
EX-23.1 - Bluefire Renewables, Inc. | v210674_ex23-1.htm |
February
11, 2011
BlueFire
Renewables, Inc.
31
Musick
Irvine,
CA 92618
|
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Re:
|
BlueFire
Renewables, Inc.
Registration
Statement on Form S-1
|
Ladies
and Gentlemen:
We have
acted as counsel to BlueFire Renewables, Inc., a Nevada corporation (the
“Company”), in connection with the preparation and filing by the Company of a
registration statement on Form S-1 (the “Registration Statement”) with the
United States Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Securities Act”), with respect to the
registration of an aggregate of 3,900,000 shares of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), that are issuable upon exercise
of a put option (the “Option”) granted to the Company pursuant to the terms and
conditions of the Equity Financing Agreement, dated December 13, 2010, by and
between the Company and Lincoln Park Capital Fund, LLC (the “Equity Financing
Agreement”). The shares of Common Stock issuable upon exercise of the
Option are referred to herein as the “Option Shares.”
This
opinion is being furnished in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act.
In
connection with this opinion, we have examined and relied upon the originals or
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records, and other instruments as we have deemed necessary
or appropriate for the purpose of this opinion, including, without limitation,
the following: (a) the articles of incorporation of the Company; (b)
the bylaws of the Company; (c) resolutions adopted by the board of
directors of the Company relating to the authorization and issuance of the
Option Shares by the Company; (d) the Registration Statement, including all
exhibits thereto; and (e) the Reserve Equity Financing Agreement.
In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such documents, and the accuracy and completeness of the corporate records
made available to us by the Company. As to any facts material to the
opinions expressed below, with your permission we have relied solely upon,
without independent verification or investigation of the accuracy or
completeness thereof: (a) the representations and warranties contained in the
Equity Financing Agreement; and (b) certificates and oral or written statements
and other information of or from public officials, officers or other
representatives of the Company and others. With your permission, we
have assumed compliance on the part of all parties to the Equity Financing
Agreement with their covenants and agreements contained therein.
Based
upon the foregoing, and in reliance thereon, we are of the opinion that the
Option Shares covered by the Registration Statement when issued, sold,
delivered, and paid for as contemplated by the Registration Statement, will be
validly issued, fully paid, and non-assessable shares of common stock of the
Company.
The
opinion expressed herein is limited to the laws of the State of Nevada.
This opinion is limited to the laws in effect as of the date hereof and is
provided exclusively in connection with the public offering contemplated by the
Registration Statement.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference of this firm under the caption “Legal Matters” in
the prospectus, which is made part of the Registration Statement. 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 thereunder.
Very
truly yours,
/s/
Lucosky Brookman LLP
LUCOSKY
BROOKMAN LLP