Attached files
file | filename |
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S-1 - S-1 - AMERICAN SCIENTIFIC RESOURCES INC | v210934_s1.htm |
EX-23.1 - EX-23.1 - AMERICAN SCIENTIFIC RESOURCES INC | v210934_ex23-1.htm |
February
14, 2011
VIA
ELECTRONIC TRANSMISSION
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
DC 20549
Re:
American Scientific Resources, Incorporated, Form S-1 Registration
Statement
Ladies
and Gentlemen:
We refer
to the above-captioned registration statement on Form S-1 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by
American Scientific Resources, Incorporated, a Nevada corporation (the
“Company”), with the Securities and Exchange Commission.
We have
examined the originals, photocopies, certified copies or other evidence of such
records of the Company, certificates of officers of the Company and public
officials, and other documents as we have deemed relevant and necessary as a
basis for the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as certified copies or photocopies and the authenticity of the
originals of such latter documents.
Based on
our examination mentioned above, we are of the opinion that the securities being
sold pursuant to the Registration Statement are duly authorized and will be,
when issued in the manner described in the Registration Statement, legally and
validly issued, fully paid and non-assessable.
We hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our firm under “Legal Matters” in the related
Prospectus. In giving the foregoing consent, we do not hereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Act, or the rules and regulations of the Securities and Exchange
Commission.
Very
truly yours,
/s/
Sichenzia Ross Friedman Ference LLP
61
Broadway New York, New
York 10006 212-930-9700 212-930-9725 Fax
www.srff.com