Attached files
| file | filename |
|---|---|
| S-1/A - Caribbean Pacific Marketing, Inc. | g5883.htm |
| EX-23.1 - Caribbean Pacific Marketing, Inc. | ex23-1.htm |
Exhibit 5.1
Randall J. Lanham, Esq.
Lanham & Lanham, LLC
28562 Oso Parkway, Unit D
Rancho Santa Margarita, CA 92688
April 12, 2012
Caribbean Pacific Marketing, Inc.
2295 Corporate Blvd. NW, Suite 131
Boca Raton, FL 33431
Re: Caribbean Pacific Marketing, Inc.
Registration Statement on Form S-1
To The Board of Directors:
On or after the date hereof, Caribbean Pacific Marketing, Inc., a Florida corporation (the "Company"), intends to transmit to the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-1/A (the "Registration Statement"), relating to 1,000,000 shares of the Company's common stock, $.001 par value per share (the "Common Stock"). This opinion is an exhibit to the Registration Statement.
We have at times acted as general counsel to the Company with respect to certain corporate and securities matters, and in such capacity we are familiar with the various corporate and other proceedings taken by or on behalf of the Company in connection with the proposed offering as contemplated by the Registration Statement. The undersigned counsel is licensed for the practice of law in the State of California.
In connection with this opinion, we have examined and are familiar with originals or copies, certified, or otherwise identified to our satisfaction, of the Registration Statement, the Certificate of Incorporation and Bylaws of the Company, the records of corporate proceedings of the Company and such other statutes, certificates, instruments and such other documents relating to the Company and matters of law as we have deemed necessary to the issuance of this opinion. In such examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies (and the authenticity of the originals of such copies), and all public records reviewed are accurate and complete. As to factual matters, we have relied upon statements or representations of officers and other representatives of the Company, public officials or others and have not independently verified the matters stated therein. Insofar as this opinion relates to securities to be issued in the future, we have assumed that all applicable laws, rules and regulations in effect at the time of such issuance are the same as such laws, rules and regulations in effect as of the date hereof.
[Page 2]
Based upon an examination and review of such corporate documents and records, certificates and other documents as we have deemed necessary, relevant, or appropriate, we are of the opinion that the shares of Common Stock issued pursuant to this Registration Statement will, when issued, be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus which constitutes a part of the Registration Statement.
Very truly yours,
/s/ Randall Lanham
RANDALL LANHAM, ESQ.
LANHAM & LANHAM LLC