Attached files
file | filename |
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S-1 - Elevated Concepts, Inc. | v210917_s1.htm |
EX-23.1 - Elevated Concepts, Inc. | v210917_ex23-1.htm |
Exhibit 5.1
FORM OF
LEGAL OPINION
[Letterhead
of Lucosky Brookman LLP]
February
__, 2011
AGS
Capital Group, LLC
2 Water
Street, Suite 17G
New York,
NY 10004
Re:
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Bloggerwave,
Inc.
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Registration
Statement on Form S-1
Ladies
and Gentlemen:
We have
acted as counsel to Bloggerwave, 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 [●]
shares of the Company’s common stock, par value $.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 Reserve Equity
Financing Agreement, dated December 13, 2010, by and between the Company and AGS
Capital Group, 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,
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LUCOSKY
BROOKMAN LLP
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