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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/03/06 Wholehealth Products, Inc. SB-2 7:14M Filing Svcs Canada/FA |
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business HTML 280K
Issuer
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 18K
3: EX-5.1 Opinion re: Legality HTML 10K
4: EX-10.1 Material Contract HTML 24K
5: EX-10.2 Material Contract HTML 17K
6: EX-23.2 Consent of Experts or Counsel HTML 8K
7: EX-23.3 Consent of Experts or Counsel HTML 8K
| CC Filed by Filing Services Canada Inc. 403-717-3898 |
Exhibit 5.1
David Lubin & Associates, PLLC
92 Washington Avenue
(516) 569-9629
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Georgia Exploration, Inc. Form SB-2 Registration Statement
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form SB-2 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by Georgia Exploration, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission.
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 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, conformed or photostatic copies and the authenticity of the originals of such latter documents. In passing upon certain corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and we express no opinion thereon.
Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly authorized and will be, when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable.
We are attorneys admitted to practice in New York. We are familiar with the General Corporation Law of the State of Nevada, the applicable provisions of the Nevada Constitution and reported judicial decisions interpreting these laws, and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Nevada corporation. This opinion letter is opining upon and is limited to the current federal laws of the United States and, as set forth above, Nevada law, including
the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction
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/ David Lubin & Associates, PLLC
David Lubin & Associates, PLLC
| This ‘SB-2’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 5/3/06 | None on these Dates | ||
| 5/2/06 | ||||
| List all Filings | ||||