Attached files
| file | filename |
|---|---|
| S-1/A - AMENDED REGISTRATION STATEMENT - Kaya Holdings, Inc. | v300652_s1a.htm |
| EX-10.9 - EXHIBIT 10.9 - Kaya Holdings, Inc. | v300652_ex10-9.htm |
| EX-23.1 - EXHIBIT 23.1 - Kaya Holdings, Inc. | v300652_ex23-1.htm |
| EX-10.6 - EXHIBIT 10.6 - Kaya Holdings, Inc. | v300652_ex10-6.htm |
| EX-10.5 - EXHIBIT 10.5 - Kaya Holdings, Inc. | v300652_ex10-5.htm |
| EX-10.10 - EXHIBIT 10.10 - Kaya Holdings, Inc. | v300652_ex10-10.htm |
Exhibit 5.1
January 30, 2012
Alternative Fuels Americas, Inc.
2131 Hollywood Boulevard
Suite 401
Hollywood, Florida 33020
| Re: |
Alternative Fuels Americas, Inc. (the “Company”) Registration Statement On Form S-1 File No. 333-177532 |
Ladies and Gentlemen:
You have requested our opinion with respect to the 23,712,088 shares of the Company’s common stock, par value $0.001 per share (the “Shares”) offered by certain of the Company’s stockholders and included in the Registration Statement on Form S-1 (the “Form S-1”) filed with the U.S. Securities and Exchange Commission on October 27, 2011 and as subsequently amended, pursuant to the Securities Act of 1933, as amended (the “Securities Act”).
As counsel to the Company, we have examined the original or certified copies of such records of the Company, and such agreements, certificates of public officials, certificates of officers or representatives of the Company and others, and such other documents as we deem relevant and necessary for the opinion expressed in this letter. In such examination, we have assumed the genuineness of all signatures on original documents, and the conformity to original documents of all copies submitted to us as conformed or photostatic copies. As to various questions of fact material to such opinions, we have relied upon statements or certificates of officials and representatives of the Company and others.
Based on, and subject to the foregoing, we are of the opinion that the Shares are duly authorized, validly issued, fully paid and non-assessable.
In rendering this opinion, we advise you that members of this Firm are members of the Bar of the State of Florida. We express no opinion herein concerning the applicability or effect of any laws of any jurisdiction other than the Laws of the State of Florida, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the Form S-1, and to the reference of our Firm under the heading “Legal Matters” in the Prospectus constituting part of the Form S-1. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder.
| Very truly yours, | |
| /s/ ROETZEL & ANDRESS LPA |