Attached files
| file | filename |
|---|---|
| EX-3.2 - BYLAWS - StemGen, Inc. | sgni_ex32.htm |
| EX-4.3 - REGISTRATION RIGHTS AGREEMENT - StemGen, Inc. | sgni_ex43.htm |
| EX-4.5 - REGISTRATION RIGHTS AGREEMENT - StemGen, Inc. | sgni_ex45.htm |
| EX-4.2 - REGISTRATION RIGHTS AGREEMENT - StemGen, Inc. | sgni_ex42.htm |
| EX-4.1 - REGISTRATION RIGHTS AGREEMENT - StemGen, Inc. | sgni_ex41.htm |
| EX-4.4 - REGISTRATION RIGHTS AGREEMENT - StemGen, Inc. | sgni_ex44.htm |
| EX-10.5 - STOCK PURCHASE AGREEMENT - StemGen, Inc. | sgni_ex105.htm |
| EX-10.4 - STOCK PURCHASE AGREEMENT - StemGen, Inc. | sgni_ex104.htm |
| EX-23.1 - CONSENT - StemGen, Inc. | sgni_ex231.htm |
| EX-10.2 - STOCK PURCHASE AGREEMENT - StemGen, Inc. | sgni_ex102.htm |
| EX-10.1 - STOCK PURCHASE AGREEMENT - StemGen, Inc. | sgni_ex101.htm |
| EX-3.1A - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - StemGen, Inc. | sgni_ex31a.htm |
| EX-3.1B - CERTIFICATE OF AMENDMENT - StemGen, Inc. | sgni_ex31b.htm |
| S-1 - FORM S-1 - StemGen, Inc. | sgni_s1.htm |
| EX-10.3 - STOCK PURCHASE AGREEMENT - StemGen, Inc. | sgni_ex103.htm |
EXHIBIT 5.1
Sonfield & Sonfield
A Professional Corporation
|
LEON SONFIELD (1865-1934) GEORGE M. SONFIELD (1899-1967) ROBERT L. SONFIELD (1893-1972) ____________________ FRANKLIN D. ROOSEVELT, JR. (1914-1988) |
Attorneys at Law 2500 Wilcrest Drive, Suite 300 Houston, Texas 77042-2754 www.sonfield.com Telecopier (713) 877-1547____Telephone (713) 877-8333 |
ROBERT L. SONFIELD, JR. Managing Director robert@sonfield.com Jennifer Abney Legal Assistant jennifer@sonfield.com |
March 17, 2015
StemGen, Inc.800 Town and Country Blvd., Suite 300
Houston, Texas 77024
Ladies and Gentlemen:
You have requested our opinion as counsel for StemGen, Inc., 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 U.S. Securities and Exchange Commission. The Registration Statement relates to an offering of 5,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), that are to be issued to the selling shareholder (the “Selling Shareholder”) pursuant to that certain investment agreement dated March 6, 2015 (the “Agreement”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined and relied upon the originals or copies of such documents, corporate records, and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including, without limitation, the following: (a) the articles of incorporation of the Company; (b) the bylaws of the Company; (c) the Agreement; and (d) the Registration Statement, including all exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy and completeness of the corporate records made available to us by the Company. As to any facts material to the opinions expressed below, with your permission we have relied solely upon, without independent verification or investigation of the accuracy or completeness thereof, any certificates and oral or written statements and other information of or from public officials, officers or other representatives of the Company and others.
Based upon the foregoing, and in reliance thereon, we are of the opinion that the Shares have been duly authorized, and when sold pursuant to the terms described in the Registration Statement, will be legally issued, fully paid and non-assessable.
Our opinion is based upon the laws of the State of Texas and have assumed without further inquiry that the laws of the State of Delaware are substantially similar to and would lead to the same result as those of the State of Texas 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 “Legal Matters” 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,
/s/ Sonfield & Sonfield
Sonfield & Sonfield