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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**
October 21, 2013
Kathleen O’Brien**
+Certified Matrimonial Attorney
Power Gala Corp.
++Certified Civil and Criminal Trial Attorney
4515 12th Avenue
*NJ & PA Bars
**NJ & NY Bars
Brooklyn, NY 11219
***NJ, NY & PA Bars
#NY Bar
†U.S. Patent & Trademark Office
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 Company’s 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
“Officer’s 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
(f)
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 Delaware. This opinion opines upon
Delaware law including statutory provisions, all applicable provisions of the Delaware Code and
Power Gala Corp.
October 21, 2013
Page 2
reported judicial decisions interpreting those laws. 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