Attached files
| file | filename |
|---|---|
| S-1/A - KEYSER FORM S-1/A - Good Hemp, Inc. | s1a127.htm |
| EX-23.2 - EXHIBIT 23.2 - Good Hemp, Inc. | ex232.htm |
| EX-23.1 - EXHIBIT 23.1 - Good Hemp, Inc. | ex231.htm |
EXHIBIT
5.1
December
10, 2009
VIA
ELECTRONIC TRANSMISSION
Securities
and Exchange Commission
450 Fifth
Street, N.W.
Washington,
DC 20549
RE: Keyser
Resources Inc.
Form S-1 Registration
Statement
Ladies
and Gentlemen:
We refer
to the above-captioned registration statement on Form S-1 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by
Keyser Resources Inc., a Nevada corporation (the “Company”), with the Securities
and Exchange Commission in connection with the registration of up to 2,765,000
shares of the Company's common stock.
We have
examined the originals, photocopies, certified copies or other evidence of such
records of the Company, certificates of officers of the Company and public
officials, and other documents as we have deemed relevant and necessary as a
basis for the opinion hereinafter expressed. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as certified copies or photocopies and the
authenticity of the originals of such latter documents.
Based on
our examination mentioned above, we are of the opinion that the securities being
sold pursuant to the Registration Statement are duly authorized, legally and
validly issued and outstanding, fully paid and non-assessable under the laws of
the State of Nevada, including statutory provisions, all applicable provisions
under the Nevada state constitution, and reported judicial decisions
interpreting those laws.
We hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our firm under “Legal Matters” in the related
Prospectus. In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act, or the rules and regulations of the Securities and Exchange
Commission.
Very
truly yours,
/s/
Sichenzia Ross Friedman Ference LLP
Sichenzia Ross Friedman Ference LL P
61 Broadway, New York, New York
10006