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S-1/A - COLD CAM, INC - S-1/A2 - MAGICSTEM GROUP CORP. | s1a2coldcam.htm |
B E F U M O & S C H A E F F E R P L L C
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March 8, 2013
To: Board of Directors
Cold Cam, Inc.
112 North Curry Street
Carson City, NV 89703
RE: Common Stock of Cold Cam, Inc., Registered on Form S-1
Dear Sirs;
We have acted as special counsel to Cold Cam, Inc. (the Company) for the limited purpose of rendering this opinion in connection
with the Registration Statement on Form S-1 and the Prospectus included therein, as amended (collectively the Registration
Statement) originally filed on or about January 18, 2013, which is being filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), with respect to the registration and proposed sale of up to 4,000,000 shares of
Common Stock, par value $0.001 per share, which may be sold at a price of $0.025 per share (the Registered Shares).
We have examined the originals or certified copies of such corporate records of the Company and/or public officials and such other
documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the
opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies or as
facsimiles of copies or originals, which assumptions we have not independently verified.
Based upon the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications
and further assumptions set forth below, we are of the opinion that the Registered Shares are duly and validly authorized, and will be
fully paid and non-assessable only after they are offered and sold in the manner described in the Registration Statement.
We 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 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. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.
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
INTEREST OF NAMED EXPERTS AND COUNSEL in the prospectus forming a part of the Registration Statement. In giving this
consent, we do not represent that we are within the category of persons whose consent is required under Section 7 of the Securities Act
of 1933.
Sincerely,
Andrew J Befumo, Esq.
Partner, Befumo & Schaeffer, PLLC