Attached files

file filename
S-1 - PRELIMINARY PROSPECTUS - SATUSA Corps1.txt
EX-3 - BY-LAWS - SATUSA Corpex3.2.txt
EX-23 - CONSENT OF INDEPENDENT AUDITORS - SATUSA Corpex23.1.txt
EX-3 - ARTICLES OF INCORPORATION - SATUSA Corpex3.1.txt

Exhibit 5.1 - Attorney Opinion

                               Jeffrey A. Nichols
                                Attorney at Law

April 20, 2012

United States Securities and Exchange Commission
100 F Street
Washington, D.C. 20549

RE: Legal Opinion Pursuant to SEC Form S-1 Registration Statement -
Essense Water, Inc. (the "Company"), a Nevada corporation

To Whom It Concerns:

I have acted as special counsel to the Company for the limited purpose of
rendering this opinion in connection with the Registration Statement Form S-1
and the Prospectus included therein (collectively the "Registration
Statement"), which is being filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act") with respect to the
(i) registration and proposed sale of up to 8,000,000 shares of Common Stock,
par value $0.0001 per share, which may be sold at a price of $0.025 per
share, pursuant to a resolution of the Board of Directors dated April 2, 2012
authorizing such issuance, and (ii) the registration, offer, and sale of up
to 1,260,000 shares of common stock, par value $0.0001 per share, of the
Company, by certain selling stockholders of the Company (the "Stockholder
Offering").

I was not engaged to prepare or review any portion of the Registration
Statement. I express no opinion as to the accuracy or adequacy of the
disclosure contained in the Registration Statement.

In my capacity as special counsel to the Company, I have examined
instruments, documents, and records, which I have deemed relevant and
necessary for the basis of my opinion, including, but not limited to, the
Registration Statement, the Certificate of Incorporation of the Company, the
By-Laws of the Company, and the records of corporate proceedings relating to
the issuance of Shares. Additionally, I have reviewed and made such other
examinations of law and fact as I have deemed relevant to form the opinion
hereinafter expressed.

I have examined such documents in light of the applicable laws of the State
of Nevada, including the Nevada Constitution, all applicable provisions of
Nevada statutes, and reported judicial decisions interpreting those laws.

In such examinations, I have assumed the legal capacity of all natural
persons, the authenticity and completeness of all instruments presented to me
as original documents, the conformity to the authentic originals of all
documents supplied to me as certified or photostatic or faxed copies, the
genuineness of all signatures, and the truth, accuracy, and completeness of
the information, representations, and warranties contained in the records,
documents, instruments, and certificates I have reviewed.

In conducting my examination of documents executed by parties other than the
Company, I have assumed that such parties had the power, corporate, limited
liability company, or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite
action, corporate, limited liability company or other, and the due execution
and delivery by such parties of such documents and that, to the extent such
documents purport to constitute agreements, such documents constitute valid
and binding obligations of such parties.

Based upon and subject to the foregoing, I make the following opinion on the
legality of the securities being registered. I am of the opinion that:

1. The Company is a corporation duly authorized and validly existing and in
good standing under the laws of the State of Nevada, with corporate power to
conduct its business as described in the Registration Statement.

2. The Company has an authorized capitalization of 75,000,000 shares of
Common Stock, $0.0001 par value, and no shares of Preferred Stock.

3. The 12,000,000 shares of Common Stock, currently issued and outstanding,
are duly and validly issued as fully paid and non-assessable, pursuant to the
corporate law of the State of Nevada.

4. The 8,000,000 Shares that are being offered by the Company, upon the due
execution by the Company and the registration by its registrar of such
shares, the sale thereof by the Company in accordance with the terms of the
Registration Statement and after the effectiveness of the Registration
Statement, and the receipt of consideration therefore in accordance with the
terms of the Registration Statement, such shares will be duly and validly
issued, fully paid and non-assessable.

5. The 1,260,000 Shares that are being registered and offered for sale by
certain selling stockholders of the Company are being sold by the listed
stockholder(s), each of whom is now the sole legal, record, and beneficial
owner of the Shares to be delivered by such selling stockholder and each of
whom has full right, power, and authority to sell, assign, transfer and
deliver the Shares.

This opinion letter is limited to the status of shares to be issued under the
Registration Statement, and no opinion is implied or may be inferred beyond
the matters expressly stated.

This opinion is expressed as of the date hereof, and I disclaim any
undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law, and I have
assumed that at no future time would any such subsequent change of fact or
law affect adversely my ability to render at such time an opinion (a)
containing the same legal conclusions set forth herein and (b) subject only
to such (or fewer) assumptions, limitations, and qualifications as are
contained herein.

I hereby consent to the filing of this opinion with the U.S. Securities and
Exchange Commission as an Exhibit to the Registration Statement and to the
reference under the heading "Experts and Counsel" in the Prospectus. In
giving this consent, I do not hereby admit that I am an "expert" under the
Act, or the rules and regulations of the SEC issued thereunder, with respect
to any part of the Registration Statement, including this exhibit. Further,
in giving this consent I do not admit that I come within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933 or the rules and regulations of the SEC promulgated therein or Item 509
of Regulation S-K.

Very Truly Yours,

/s/ Jeffrey A. Nichols
----------------------

Jeffrey A. Nichols
Attorney at Law

811 6th Avenue                                                415-314-9088
Lewiston, ID 8350