Attached files

file filename
S-1/A - FORM S-1/A6 REGISTRATION STATEMENT - OICCO ACQUISITION III, INC.oic3s1a6.htm
EX-99 - EX-99B ESCROW AGREEMENT - OICCO ACQUISITION III, INC.oic3s1a6ex99b.htm
EX-23 - EX-23.1 CONSENT OF INDEPENDENT AUDITOR - OICCO ACQUISITION III, INC.oic3s1a6ex231.htm

Exhibit 5.1



Haseltine Law Office

       1629 K St, NW, Suite 300

       Washington, DC 20006

            703 627 2652; fax 703 372 5173

Email: william@wbhlaw.net

     

            611 E Glenoaks Blvd

            Glendale, CA 91207

            703 627 2652; fax 703 372 5173

         URL: www.wbhlaw.net


May 5, 2011



Board of Directors

OICco Acquisition III, Inc.

4412 8th St. SW

Vero Beach, FL 32968


Re:

Form S-1, SEC file no. 333-168185, for OICco Acquisition III, Inc.,

a Nevada corporation (the "Company")


Dear Ladies and Gentlemen:


This opinion is submitted pursuant to Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 with respect to the registration of 8,000,000 shares held by existing shareholders and 2,000,000 newly issued shares of the Company's common stock, $.0001 par value, for public sale by the selling shareholders and the issuer.


In connection therewith, I have examined and relied upon original, certified, conformed, Photostat or other copies of the following documents:


i.   The Certificate of Incorporation of the Company;

ii.  The Registration Statement and the Exhibits thereto; and

iii. Such other documents and matters of law as I have deemed necessary for the expression of the opinion herein contained.


In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to the originals of all copies submitted to me by the parties herein. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon. As to the various questions of fact material to this opinion, I have relied, to the extent I deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to me by the Company, without verification except where such verification was readily ascertainable.


Based on the foregoing, I am of the opinion that the Shares, when issued according to the terms of the prospectus contained in this registration statement, will (relating only to the 2,000,000 shares to be issued by the Company under this registration) be duly and validly issued, duly authorized and are fully paid and non-assessable.


This opinion is limited to the laws of the State of Delaware and federal law as in effect on the date of the effectiveness of the registration statement, exclusive of state securities and blue-sky laws, rules and regulations, and to all facts as they presently exist.


I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Interests of Named Experts and Counsel" in the prospectus comprising part of the Registration Statement.


Sincerely,


/s/ William B. Haseltine

William B. Haseltine