[LETTERHEAD
OF KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP]
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Berman
Center, Inc.
211
East Ontario
Suite
800
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Registration
for Resale of 22,615,007 Shares of Common Stock
We
have
acted as counsel for Berman Center, Inc., a Delaware corporation (the
“Company”), in connection with a registration statement on Form SB-2 (the
“Registration Statement”) filed with the Securities and Exchange Commission (the
“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), in
connection with the registration for resale of 22,615,007 shares (the “Shares”)
of the Company’s Common Stock, $0.001 par value (the “Common Stock”), which may
be sold by the selling security holders listed in the Registration Statement
from time to time, and consisting of the following:
1.
2,954,210 shares of Common Stock issued which were originally issued pursuant
to
that certain Securities Purchase Agreement dated December 3, 2004, as amended,
and Convertible Note dated December 21, 2004, as amended;
2.
9,069,712 shares of Common Stock which were originally issued in a private
placement completed on June 16, 2005 (the “Private Placement”);
3.
614,400 shares of Common Stock issuable upon exercise of warrants which were
originally issued on April 11, 2005 in connection with a bridge
financing;
4.
9,069,714 shares of Common Stock issuable upon exercise of warrants which
were
originally issued in the Private Placement on June 16, 2005; and
5.
906,971 shares of Common Stock issuable upon exercise of warrants which were
originally issued to a placement agent on June 16, 2005 in exchange for services
provided in connection with the Private Placement.
You
have
requested our opinion as to the matters set forth below in connection with
the
Registration Statement. For purposes of this opinion, we have examined the
Registration Statement, the Company’s Certificate of Incorporation and Bylaws,
each as amended to date, and the corporate action of the Company that provides
for the issuance of the Shares and we have made such other investigation
as we
have deemed appropriate. We have examined and relied upon certificates of
public
officials and, as to certain matters of fact that are material to our opinion,
we have also relied on a Fact Certificate from an officer of the Company.
In
rendering our opinion, we also have made the assumptions that are customary
in
opinion letters of this kind. We have not verified any of those assumptions.
Our
opinion set forth below is limited to the General Corporation Law of the
State
of Delaware, including the applicable provisions of the Delaware Constitution
and reported judicial decisions interpreting those laws.
Based
upon and subject to the foregoing, it is our opinion that:
A.
(i)
2,954,210 of the Shares referred to in paragraph 1 above, and
(ii)
9,069,712 of the Shares referred to in paragraph 2 above,
are
duly
authorized, validly issued, fully paid and non-assessable shares of Common
Stock
of the Company; and
B.
(i)
614,400 of the Shares issuable upon exercise of the warrants referred to
in
paragraph 3 above,
(ii)
9,069,714 of the Shares issuable upon exercise of the warrants referred to
in
paragraph 4 above, and
(iii)
906,971 of the Shares issuable upon exercise of the warrants referred to
in
paragraph 5 above,
are
duly
authorized for issuance by the Company and upon exercise of such warrants
and
payment of the applicable exercise price in accordance with the terms of
the
applicable warrants, will be duly authorized, validly issued, fully paid
and
non-assessable shares of Common Stock of the Company.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption "Legal Matters"
in
the related Prospectus. In giving our consent we do not thereby admit that
we
are in the category of persons whose consent is required under Section 7
of the
Securities Act or the rules and regulations thereunder.
/s/
Kirkpatrick & Lockhart Nicholson Graham LLP
Kirkpatrick
& Lockhart Nicholson Graham LLP
