Attached files
file | filename |
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S-1/A - AMENDMENT NO. 2 TO FORM S-1 - Fortium Holdings Corp. | v374363_s1a.htm |
EX-3.2 - EXHIBIT 3.2 - Fortium Holdings Corp. | v374363_ex3-2.htm |
EX-23.1 - EXHIBIT 23.1 - Fortium Holdings Corp. | v374363_ex23-1.htm |
EX-10.1 - EXHIBIT 10.1 - Fortium Holdings Corp. | v374363_ex10-1.htm |
EX-3.1 - EXHIBIT 3.1 - Fortium Holdings Corp. | v374363_ex3-1.htm |
Szaferman, Lakind, Blumstein & Blader, P.C. Attorneys at Law
101 Grovers Mill Road, Suite 200 Lawrenceville, NJ 08648 P: 609.275.0400 F: 609.275.4511 www.szaferman.com |
Arnold C. Lakind Barry D. Szaferman Jeffrey P. Blumstein Steven Blader Brian G. Paul+ Craig J. Hubert++ Michael R. Paglione* Lionel J. Frank** Jeffrey K. Epstein+ Stuart A. Tucker Scott P. Borsack*** Daniel S. Sweetser* Robert E. Lytle Janine G. Bauer*** Daniel J. Graziano Jr. Nathan M. Edelstein** Ryan A. Marrone Bruce M. Sattin*** Gregg E. Jaclin** |
Of Counsel Stephen Skillman Linda R. Feinberg Paul T. Koenig, Jr. Robert A. Gladstone Janine Danks Fox* Richard A. Catalina Jr.*† Eric M. Stein**
Robert P. Panzer Robert G. Stevens Jr.** Michael D. Brottman** Benjamin T. Branche* Lindsey Moskowitz Medvin** Mark A. Fisher Tracey C. Hinson** Robert L. Lakind*** Thomas J. Manzo** Melissa A. Ruff Jamie Yi Wang# Bella Zaslavsky** Blake J. Barron** Kathleen O’Brien
+Certified Matrimonial Attorney ++Certified Civil and Criminal Trial Attorney *NJ & PA Bars **NJ & NY Bars ***NJ, NY & PA Bars #NY Bar †U.S. Patent & Trademark Office |
April 22, 2014
TabacaleraYsidron, Inc.
100 Europa Drive, Ste. 455
Chapel Hill, North Carolina 27517
Gentlemen:
You have requested our opinion as counsel for TabacaleraYsidron, Inc., a Nevada 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 the resale offering of 2,745,000 of the Company’s common stock, par value $0.0001 per share, (the “Offering”) that was originally sold by the Company to investors pursuant to Rule 506 of Regulation D (the “Private Placement”).
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 November 8, 2011; |
(d) | a Board of Directors resolution approving the Private Placement pursuant to Rule 506 of Regulation D; and |
(e) | a certificate of good standing of the Company issued by the Secretary of State of the State of Nevada dated October 22, 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 on the factual matters contained 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.
TabacaleraYsidron February [xx], 2014 Page 2
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We offer our opinion based upon the laws of the State of Nevada. This opinion opines upon Nevada law including statutory provisions, all applicable provisions of the Nevada Revised Statutes and 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 |