Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Form S-1 of Impact Explorations Inc. 61 214K
8: S-1 Maps for Prospectus -- s-1 PDF 1.17M
2: EX-3.1 Articles of Incorporation 5 19K
3: EX-3.2 Bylaws 29 77K
4: EX-5.1 Opinion & Consent of Counsel 2 11K
5: EX-23.2 Consent of Accountant 1 6K
6: EX-23.3 Consent of Geologist 1 7K
7: EX-99.1 Subscription Agreement 2 8K
EX-5.1 — Opinion & Consent of Counsel
| EX-5.1 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 5.1
OPINION AS TO LEGALITY
ANDREW T. COLDICUTT
ATTORNEY AT LAW
3113 GOLDSMITH STREET
SAN DIEGO, CA, 92106
Ph: 619-228-4970
Facsimile: 619-546-0843
Email: Andrew.Coldicutt@Hotmail.com
March 1, 2010
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Impact Explorations Inc.
Dear Ladies and Gentlemen,
I have acted as special counsel to Impact Explorations Inc. (the "Company") a
Nevada corporation for the limited purpose of rendering this opinion in
connection with the registration (pursuant to the Registration Statement on Form
S-1) and proposed sale of 3,000,000 shares of common stock (the "Common Stock")
at $0.015 per share pursuant to a resolution of the Board of Directors
authorizing such issuance.
As special counsel for the Company, I have examined the Company's certificate of
incorporation, by-laws, and such other corporate records, documents and
proceedings and such questions of laws I have deemed relevant for the purpose of
this opinion, including but not limited to, Nevada law including the statutory
provisions, all applicable provisions of the Nevada Constitution and reported
judicial decisions interpreting those laws. In my examination, I have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to me as originals, and conformity with the originals of all documents submitted
to me as copies thereof.
I have also, as counsel for the Company, examined the Registration Statement of
the Company on Form S-1, covering the registration under the Securities Act of
1933 of 3,000,000 shares (the "Registered Shares") of the Company's common stock
to be offered by the Company on a self-underwritten, best efforts, all or none
basis.
This opinion includes my opinion on Nevada Law including the Nevada
Constitution, all applicable provisions of Nevada statutes, and reported
judicial decisions interpreting those laws.
My review has also included the form of prospectus for the issuance of such
securities (the "Prospectus") filed with the Registration Statement.
On the basis of such examination, I am of the opinion that:
1. The Company is a corporation duly authorized and validly existing and
in good standing under the laws of the State of Nevada, with corporate
power to conduct its business as described in the Registration
Statement.
2. The Company has an authorized capitalization of 75,000,000 shares of
Common Stock, at $0.001 par value and no shares of Preferred Stock.
3. The Shares of Common Stock currently issued and outstanding are duly
and validly issued as fully paid and non-assessable, pursuant to the
corporate law of the State of Nevada.
4. The 3,000,000 shares of Common Stock offered in the S-1 Registration
Statement, when issued, shall be duly and validly issued as fully paid
and non-assessable, pursuant to the corporate law of the State of
Nevada (NVCL).
This opinion letter is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated. I hereby consent
to the use of my opinion as herein set forth as an exhibit to the S-1
Registration Statement and to the use of my name under the caption "Legal
Matters" in the prospectus forming a part of the S-1 Registration Statement. In
giving this consent, I do not hereby admit that I come within the category of
person whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations of the SEC promulgated thereunder of Item 509 of
Regulation S-K.
Very Truly Yours,
/s/ Andrew T. Coldicutt
----------------------------------
Andrew T. Coldicutt, Esquire
Dates Referenced Herein
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| Filed on: | | 3/9/10 | | | | | | | None on these Dates |
| | 3/1/10 | | 1 |
| List all Filings |
1 Subsequent Filing that References this Filing
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