Attached files
| file | filename |
|---|---|
| S-1/A - REGISTRATION STATEMENT - TARONIS TECHNOLOGIES, INC. | fs12012a1_magnegas.htm |
| EX-4.3 - ENGAGEMENT WARRANT - TARONIS TECHNOLOGIES, INC. | fs12012a1ex4iii_magnegas.htm |
| EXCEL - IDEA: XBRL DOCUMENT - TARONIS TECHNOLOGIES, INC. | Financial_Report.xls |
| EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC - TARONIS TECHNOLOGIES, INC. | fs12012a1ex23i_magnegas.htm |
Exhibit 5.1
January 24, 2012
MagneGas Corporation
150 Rainville Road
Tarpon Springs, FL 34689
Gentlemen:
We are acting as counsel for MagneGas Corporation (the "Company"), a Delaware company, in connection with the registration statement on Form S-1 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”).
This Registration Statement relates to the resale by the selling stockholders identified in this prospectus of up to (i) 19,662,500 shares (the “Offered Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company and (ii) 20,795,625 warrants (the “Warrants”) to purchase Common Stock of the Company (and 20,795,625 shares of Common Stock issuable upon exercise of the Warrants) (the Warrant Shares” and together with the Offered Shares, the “Shares”).
We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion. It is our opinion that the Shares, when issued and sold upon the conditions contemplated in the Registration Statement, will be duly authorized and validly issued, fully paid and non-assessable upon issuance. It is also our opinion that the offered Warrants are binding obligations of the Company under the laws of Delaware, the governing law of the Warrants.
No opinion is expressed herein as to any laws other than the laws of the State of Delaware. This opinion opines upon Delaware law including the statutory provisions, all applicable provisions of the statutes and reported judicial decisions interpreting those laws.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Registration Statement. In so doing, we do not admit that we are in 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.
Very truly yours,
ANSLOW & JACLIN, LLP
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By:
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/s/ Anslow & Jaclin, LLP
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ANSLOW & JACLIN, LLP
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