Attached files
EXHIBIT 5.1
EXHIBIT 23.1
Michael A. Littman
Attorney at Law
7609 Ralston Road
Arvada, CO 80002
303-422-8127 * 303-431-1567 fax
October 4, 2011
Global Green, Inc.
2820 Remington Green Circle
Tallahassee, Florida 32308
Re: Amended Registration Statement on Form S-1 for common shares of Global
Green, Inc.
Gentlemen:
At your request, I have examined the amended Registration Statement No.
333-174853 which is being filed with the Securities and Exchange Commission
("SEC"), on Form S-1 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of 147,516,080 shares
of common stock of selling shareholders.
In rendering the following opinion, I have examined and relied only upon the
documents and certificates of officers and directors of the Company as are
specifically described below. In my examination, I have assumed the genuineness
of all signatures, the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with the original documents of
all documents submitted to me as copies. My examination was limited to the
following documents and not others:
a. Certificate of Incorporation of the Company, as amended to date;
b. Bylaws of the Company, as amended to date; and
c. Certified Resolutions adopted by the Board of Directors of the Company
authorizing the issuance of the stock.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy of
accuracy of such documents and records.
Based on the foregoing, it is my opinion that the stock being registered under
the Registration Statement, as issued, is and will be duly and validly
authorized, fully paid and non-assessable under Florida Laws.
I express no opinion as to compliance with the Securities Acts or "blue sky"
laws of any state in which the stock is proposed to be offered and sold or as to
the effect, if any, which non-compliance with such laws might have on the
validity of transfer of the stock.
I consent to the filing of this opinion as an exhibit to any filing made with
the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the stock described in the Registration Statement in connection with the
offering described therein.
This opinion covers only matters of Florida law and nothing in this opinion
shall be deemed to imply any opinion related to the laws of any other
jurisdiction. Nothing herein shall be deemed to relate to or constitute an
opinion concerning any matters not specifically set forth above.
The information set forth herein is as of the date of this letter. I disclaim
any undertaking to advise you of changes which may be brought to my attention
after the effective date of the Registration Statement.
Sincerely,
/s/Michael A. Littman
-------------------------------------------
Michael A. Littman