Attached files
DIANE D. DALMY
ATTORNEY AT LAW
8965 W. CORNELL PLACE
LAKEWOOD, COLORADO 80227
303.985.9324 (telephone)
303.988.6954 (facsimile)
September 13, 2011
Mr. William G. Forhan
President/Chief Executive Officer
Ballroom Dance Fitness Inc.
1150 Hillsboro Mile
Suite 1004
Hillsboro Beach, Florida 33062
Re: Ballroom Dance Fitness Inc.
Registration Statement on Form S-1
Ladies and Gentlemen:
I have acted as counsel for Ballroom Dance Fitness Inc., a Florida corporation
(the "Company") in connection with the preparation of a registration statement
on Form S-1 (the "Registration Statement"), filed with the Securities and
Exchange Commission on June 2, 2010, including any and all subsequent
amendments to the Registration Statement as filed with the Securities and
Exchange Commission, pursuant to the Securities Act of 1933, as amended (the
"1933 Securities Act"). The Registration Statements relates to the proposed
public offering of up to 6,000,000 shares of the Company's common stock (the
"Common Stock").
In connection with this opinion, I have made such investigations and examined
such records, including: (i) the Registration Statement; (ii) the Company's
Articles of Incorporation, as amended; (iii) such corporate minutes as I
deemed necessary to the performance of my services and to give this opinion;
and (iv) such other instruments, documents and records as I have deemed
relevant and necessary to examine for the purpose of this opinion. I have also
examined and am familiar with the originals or copies, certified or otherwise
identified to my satisfaction, of such other documents, corporate records and
other instruments as I have deemed necessary for the preparation of this
opinion.
Ballroom Dance Fitness Inc.
Page Two
September 13, 2011
In giving this opinion I have assumed: (i) the genuineness of all signatures
and the authenticity and completeness of all documents submitted to me as
originals; and (ii) the conformity to originals and the authenticity of all
documents supplied to me as certified, photocopied, conformed or facsimile
copies and the authenticity and completeness of the originals of any such
documents.
I am providing this opinion to you in accordance with Item 601(b)(5) of
Regulation S-K promulgated under the 1933 Securities Act for filing as Exhibit
5 to the Registration Statement. The opinions herein are limited to the
Federal laws of the United States of American and the corporate law of the
State of Florida, including all applicable statutory provisions of law and the
reported judicial decisions interpreting these laws in effect as of the date
of effectiveness of this Registration Statement. I do not express any opinion
concerning any law of any other jurisdiction or the local laws of any
jurisdiction.
Based upon the foregoing, I am of the opinion that the shares of Common Stock
to be offered and sold by the Company to the public, when issued and sold in
the manner described in the Registration Statement, will be validly issued,
fully paid and non-assessable. As of the date of this opinion, the shares of
Common Stock to be offered and sold are duly authorized.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Prospectus
constituting a part thereof in connection with the matters referred to under
the caption "Interests of Named Experts and Counsel".
Sincerely,
/s/ Diane D. Dalmy
Diane D. Dalmy