Attached files
THE LAW OFFICE OF
CONRAD C. LYSIAK, P.S.
601 WEST FIRST AVENUE, SUITE 903
SPOKANE, WASHINGTON 99201
(509) 624-1475
FAX: (509) 747-1770
EMAIL: CCLYSIAK@LYSIAKLAW.COM
July 27, 2011
Northridge Ventures Inc.
2325 Hurontario Street
Suite 204
Mississauga, Ontario
Canada L5A 4K4
RE: FORM S-1 REGISTRATION STATEMENT
Gentlemen:
Please be advised that I have reached the following conclusions regarding
the sale by Northridge Ventures Inc., (the "Company") of up to a total of
24,000,000 shares of common stock on Form S-1 directly to the public, without
any involvement of underwriters or broker/dealers, 15,000,000 shares minimum,
24,000,000 shares maximum at an offering price is $0.005 per share.
1. The Company is a duly and legally organized and existing Nevada state
corporation, with its registered office located in Carson City, Nevada and its
principal place of business located in Mississauga, Ontario, Canada. The
Articles of Incorporation and corporate registration fees were submitted to the
Nevada Secretary of State's office and filed with the office on March 18, 2003.
The Company's existence and form is valid and legal pursuant to Nevada law.
2. The Company is a fully and duly incorporated Nevada corporate entity.
The Company has one class of common stock at this time. Neither the Articles of
Incorporation, Bylaws, and amendments thereto, nor subsequent resolutions change
the non-assessable characteristics of the Company's common shares of stock. The
common stock previously issued by the Company is in legal form and in compliance
with the laws of the State of Nevada, its Constitution and reported judicial
decisions interpreting those laws and when such stock was issued it was duly
authorized, legally issued, fully paid for, and non-assessable. The common stock
to be sold on the Company's Form S-1 offering statement is likewise legal under
the laws of the State of Nevada, its Constitution and reported judicial
decisions interpreting those laws and when such stock is issued it will be duly
authorized,legally issued, fully paid for, and non-assessable.
3. To my knowledge, the Company is not a party to any legal proceedings nor
are there any judgments against the Company, nor are there any actions or suits
filed or threatened against it or its officers and directors, in their
capacities as such, other than as set forth in the registration statement. I
know of no disputes involving the Company and the Company has no claim, actions
or inquires from any federal, state or other government agency, other than as
set forth in the registration statement. I know of no claims against the Company
or any reputed claims against it at this time, other than as set forth in the
registration statement.
Northridge Ventures Inc.
RE: Form S-1 Registration Statement
July 27, 2011
Page 2
4. The Company's outstanding shares are all common shares. There are no
liquidation preference rights held by any of the Shareholders upon voluntary or
involuntary liquidation of the Company. The Company's articles of incorporation
authorize the issuance of up to 200,000,000 shares of preferred stock. No
preferred shares are issued and outstanding at this time.
5. The directors and officers of the Company are indemnified against all
costs, expenses, judgments and liabilities, including attorney's fees,
reasonably incurred by or imposed upon them or any of them in connection with or
resulting from any action, suit or proceedings, civil or general, in which the
officer or director is or may be made a party by reason of his being or having
been such a director or officer. This indemnification is not exclusive of other
rights to which such director or officer may be entitled as a matter of law.
6. There are currently 14,000,000 shares of common stock issued and
outstanding. By directors' resolution, the Company has authorized the issuance
of up to 24,000,000 shares of common stock in this offering at an offering price
of $0.005 per share. The Company's Articles of Incorporation presently provide
the authority to the Company to issue 800,000,000 shares of common stock, with a
par value of $0.0001 per share. Therefore, a Board of Directors' Resolution
which authorized the issuance for sale of 15,000,000 shares minimum, 24,000,000
shares maximum would be within the authority of the Company's directors and the
shares, when issued, will be legally issued, fully paid for, and non-assessable.
I consent to filing this opinion as an exhibit to the Company's Form S-1
offering statement.
Yours truly,
THE LAW OFFICE OF CONRAD C. LYSIAK, P.S.
BY: /s/ Conrad C. Lysiak
Conrad C. Lysia