Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - ORIGINCLEAR, INC. | Financial_Report.xls |
| S-1/A - FORM S-1/A - ORIGINCLEAR, INC. | v233493_s1a.htm |
| EX-23.1 - EXHIBIT 23.1 - ORIGINCLEAR, INC. | v233493_ex23-1.htm |
August 31, 2011
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: OriginOil, Inc. Form S-1 Registration Statement (333-175815)
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 OriginOil, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission. Sichenzia Ross Friedman Ference LLP has acted as counsel to the Company.
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.
We are qualified to practice law in the State of New York, and the opinions expressed herein are limited to the laws of the State of New York and the Federal laws of the United States of America. We have assumed for the purposes of this opinion that the laws of the State of Nevada are identical to those of the State of New York.
Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement, consisting of 946,248 shares of common stock are duly authorized, 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