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S-1/A - PG_S1/A_2 - Fortune Capital Financial Holding Corp. | pg_s1az.htm |
EX-23.1 - EXHIBIT 23.1 - Fortune Capital Financial Holding Corp. | pg_ex23z1.htm |
Arnold C. Lakind
Of Counsel
Barry D. Szaferman
Stephen Skillman
Jeffrey P. Blumstein
Linda R. Feinberg
Steven Blader
Paul T. Koenig, Jr.
Brian G. Paul+
Robert A. Gladstone
Craig J. Hubert++
Janine Danks Fox*
Michael R. Paglione*
Richard A. Catalina Jr.*
Lionel J. Frank**
Eric M. Stein**
Jeffrey K. Epstein+
Szaferman, Lakind, Blumstein & Blader,
Stuart A. Tucker
Robert P. Panzer
P.C.
Scott P. Borsack***
Robert G. Stevens Jr.**
Attorneys at Law
Daniel S. Sweetser*
Michael D. Brottman**
Robert E. Lytle
Benjamin T. Branche*
Janine G. Bauer***
Lindsey Moskowitz Medvin**
101 Grovers Mill Road, Suite 200
Daniel J. Graziano Jr.
Mark A. Fisher
Lawrenceville, NJ 08648
Nathan M. Edelstein**
Tracey C. Hinson**
P: 609.275.0400
Ryan A. Marrone
Robert L. Lakind***
F: 609.275.4511
Bruce M. Sattin***
Thomas J. Manzo**
www.szaferman.com
Gregg E. Jaclin**
Melissa A. Ruff
Jamie Yi Wang#
Bella Zaslavsky**
Blake J. Barron**
Kathleen OBrien**
October 1, 2013
+Certified Matrimonial Attorney
++Certified Civil and Criminal Trial Attorney
Power Gala Corp.
*NJ & PA Bars
**NJ & NY Bars
4515 12th Avenue
***NJ, NY & PA Bars
Brooklyn, NY 11219
#NY Bar
U.S. Patent & Trademark Of�ice
Gentlemen:
You have requested our opinion as counsel for Power Gala Corp., a Delaware corporation (the
Company), in connection with the registration statement on Form S-1 (the Registration
Statement), under the Securities Act of 1933 (the Act), filed by the Company with the
Securities and Exchange Commission. The Registration Statement relates to an offering of
2,006,000 of the Companys common stock, par value $0.0001 per share made pursuant to
Regulation S (the Offering).
In order to render our opinion, we have examined the following documents identified and
authenticated to our satisfaction:
(a)
the Registration Statement which includes the prospectus;
(c)
the certificate of an Officer of the Company dated as of event date herewith (the
Officers Certificate);
(c)
the Certificate of Incorporation of the Company dated February 21, 2012;
(d)
a Board of Directors resolution approving the Offering pursuant to Regulation S;
(e)
the Amendment to the Certificate of Incorporation changing the name of the
Company from Power Ball, Inc. to Power Gala, Inc., dated April 8, 2013; and
(e)
a certificate of good standing of the Company issued by the Secretary of State of
the State of Delaware dated October 1, 2013.
In each instance we have relied upon the content of each of the documents set out above, and
have relied upon the content of the Officers Certificate. In reliance thereon, and based upon our
review of the foregoing, it is our opinion that the common stock to be sold by the selling
security-holders has been duly authorized and is legally issued, fully paid and non-assessable.
We offer our opinion based upon the laws of the State of New Jersey and have assumed without
further inquiry that the laws of the State of Delaware are substantially similar to and would lead
Power Gala Corp.
October 1, 2013
Page 2
to the same conclusion as those of the State of New Jersey in respect of the opinions contained
herein. We express no opinion with respect to the applicability thereto, or the effect thereon, 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 reference to our firm under the caption Experts in the Registration Statement. In so doing,
we do not admit that we are in the category of persons whose consent is required under Section 7
of the Act and the rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
SZAFERMAN, LAKIND, BLUMSTEIN & BLADER, PC
By: _/s/ Gregg Jaclin____________________________
Gregg E. Jaclin
For the Firm