Attached files
Exhibit 5.1
FOX LAW OFFICES, P.A.
561 NE ZEBRINA SENDA
JENSEN BEACH, FLORIDA 34957
Telephone: (772) 225-6435
November 27, 2012
OnePower Systems Ltd.
73 Bliss Street
Qoreitem Bldg., 3rd Floor
Beirut, Lebanon
Re: OnePower Systems Ltd. - Status of Shares being Registered on Form S-1
Gentlemen:
I have acted as special securities counsel to OnePower Systems Ltd. (the
"Company"), a Nevada corporation, in connection with its filing of a
registration statement on Form S-1 (the "Registration Statement") covering (a)
the resale by selling stockholders of up to 15,000,000 shares of the Company's
common stock and (b) the sale by the Company of up to 10,000,000 shares of the
Company's Common Stock (the "Registered Shares"), as further described in the
Registration Statement. You have requested my opinion with respect to the shares
to be sold.
In connection with this opinion, I have examined originals and copies, certified
or otherwise identified to my satisfaction, of all such agreements,
certificates, and other statements of corporate officers and other
representatives of the Company, and other documents as I have deemed necessary
as a basis for this opinion. In my examination, I have assumed the genuineness
of all signatures, the authenticity of all documents submitted to me as
originals, and the conformity with the originals of all documents submitted to
me as copies. I have, when relevant facts material to my opinion were not
independently established by me, relied, to the extent I deemed such reliance
proper, upon written or oral statements of officers and other representatives of
the Company. In addition, I have examined such other documents and made such
oral inquiries as I have deemed necessary or appropriate for the opinions
herein.
I am familiar with the General Corporation Law of the State of Nevada, the
applicable provisions of the Nevada Constitution and reported judicial decisions
interpreting these laws, and I have made such inquiries with respect thereto as
we consider necessary to render this opinion with respect to a Nevada
corporation. This opinion letter is opining upon, and is limited to, the current
federal laws of the United States and, as set forth above, Nevada law, including
the statutory provisions, all applicable provisions of the Nevada Constitution
and reported judicial decisions interpreting those laws, as such laws presently
exist and to the facts as they presently exist. I express no opinion with
respect to the effect or applicability of the laws of any other jurisdiction. I
assume no obligation to revise or supplement this opinion letter should the laws
of such jurisdiction be changed after the date hereof by legislative action,
judicial decision or otherwise.
Based upon the foregoing and such legal authorities as I have deemed relevant,
and subject to the qualifications and assumptions set forth above, I am of the
opinion that:
(a) the 15,000,000 shares being offered for resale by the selling
stockholders are legally authorized and validly issued, fully paid and
non-assessable; and
(b) the 10,000,000 shares being offered for sale by the Company, 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.
OnePower Systems Ltd.
November 27, 2012
Page 2
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to my firm wherever appearing in the Registration
Statement. In so doing, I do not admit that I am in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 and the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Yours truly,
FOX LAW OFFICES, P.A.
/s/ Richard C. Fox, Esq.
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By: Richard C. Fox, Esq