Registration of Securities by a Small-Business Issuer — Form SB-2 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: SB-2 Registration of Securities by a Small-Business HTML 377K
Issuer
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 19K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 69K
4: EX-5.1 Opinion re: Legality HTML 14K
5: EX-10.1 Material Contract HTML 67K
6: EX-23.1 Consent of Experts or Counsel HTML 6K
Re:
Registration
Statement on Form SB-2 (the "Registration Statement")
Gentlemen:
We
have
acted as counsel to Watchtower, Inc. (the "Company") in connection with its
filing with the Securities and Exchange Commission of a Registration Statement
on Form SB-2 (the “Registration Statement”), pursuant to the Securities Act of
1933, as amended (the “Act”). The Registration Statement relates to (i) the
proposed resale of 3,500,000 shares of common stock, par value $0.0001 per
share, of the Company, which are issued and outstanding and will be offered
and
sold by the holders thereof, and (ii) the sale of up to 5,000,000 shares of
common stock, par value $0.0001 per share, to be offered and sold by the
Company.
In
connection therewith, we have examined and relied upon original, certified,
conformed, photostat or other copies of (a) the Articles of Incorporation and
Bylaws of the Company; (b) resolutions of the Board of Directors of the Company;
(c) the Registration Statement and the exhibits thereto; and (d) such corporate
records of the Company, certificates of public officials, certificates of
officers of the Company and other documents, agreements and instruments as
we
have deemed necessary as a basis for the opinions herein contained. In all
such
examinations, we have assumed the genuineness of all signatures on original
documents, and the conformity to originals or certified documents of all copies
submitted to us as conformed, photostat or other copies. 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 shares being
sold pursuant to the Registration Statement are duly authorized and will be,
when sold in the manner described in the Registration Statement, legally and
validly issued, fully paid and non-assessable.
This
opinion is limited in all respects to the laws of the State of New York and
to
the applicable statutory provisions of the Nevada Revised Statutes (as opposed
to decisions of the courts interpreting such statutes), and we express no
opinion as to 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 prospectus forming a part of the Registration Statement. In giving such
consent, we do not thereby admit that we are included within the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations promulgated thereunder.
