Attached files
| file | filename |
|---|---|
| S-1 - NEW FOUND SHRIMP, INC. FORM S-1 - North America Frac Sand, Inc. | nfs_forms1.htm |
| EX-3 - BYLAWS - North America Frac Sand, Inc. | bylaws.htm |
| EX-14 - CODE OF ETHICS - North America Frac Sand, Inc. | code_ofethics.htm |
| EX-23 - AUDITOR CONSENT OF PETER MESSINEO, CPA - North America Frac Sand, Inc. | auditor_consent.htm |
| EX-10 - CONSULTING AGREEMENT - North America Frac Sand, Inc. | consulting_agreement.htm |
| EX-3 - ARTICLES OF INCORPORATION - North America Frac Sand, Inc. | articles_incorporation.htm |
Law Office of Clifford J. Hunt, P.A.
8200 Seminole Boulevard
Seminole, Florida 33772
(727) 471-0444 Telephone
(727) 471-0447 Facsimile
www.huntlawgrp.com
Reply to:
cjh@huntlawgrp.com
July 21, 2011
David R. Cupp, Chairman,
Board of Directors
New Found Shrimp, Inc.
7830 Inishmore Dr.
Indianapolis, IN 46214
Re:
Registration Statement on Form S-1 for New Found Shrimp, Inc.
Dear Mr. Cupp:
You have requested our opinion, as counsel for New Found Shrimp, Inc., an Indiana corporation (the “Company”), in connection with a Registration Statement on Form S-1 (the “Registration Statement”), to be filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”), as amended, regarding the legality of the 3,600,000 shares (the “Shares”) of Common Stock, par value $0.001 per share, of the Company which are being registered in the Registration Statement.
We have made such legal examination and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion and have examined originals or copies of the following documents and corporate records:
1.
Articles of Incorporation;
2.
Bylaws;
3.
Resolutions of the Board of Directors authorizing the issuance of the Shares; and
4.
Such other documents and records as we have deemed relevant in connection with this opinion.
In rendering this opinion, we have relied upon, with the consent of the Company and its Board of Directors: (i) the representations of the Company, its officers and directors as set forth in the aforementioned documents as to factual matters; and (ii) assurances from the officers and
David R. Cupp, Chairman
Re: New Found Shrimp, Inc.
July 21, 2011
Page 2 of 2
directors of the Company as to factual matters as we have deemed necessary for purposes of expressing the opinions set forth herein. We have not undertaken any independent investigation to determine or verify any information and representations made by the Company, its officers and directors in the aforementioned documents and have relied upon such information and representations as being accurate and complete in expressing our opinion.
We have assumed in rendering the opinions set forth herein that no person or entity has taken any action inconsistent with the terms of the aforementioned documents or prohibited by law. This opinion letter is limited to the matters set forth herein and no opinions may be implied or inferred beyond the matters expressly stated herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the effective date of the registration statement or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.
It is our opinion that each issued and outstanding share of Common Stock registered pursuant to the Registration Statement is legally issued, fully paid, and non-assessable under Indiana law. This opinion letter opines upon and is limited to the current federal laws of the United States and, Indiana law including the statutory provisions, all applicable provisions of the Indiana Constitution and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our law firm under the caption “Interest of Named Experts and Counsel” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Sincerely,
LAW OFFICE OF CLIFFORD J. HUNT, P.A.
/s/: Clifford J. Hunt
Clifford J. Hunt, Esquire