Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer — Form SB-2 Filing Table of Contents
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1: SB-2/A Pre-Effective Amendment to Registration of HTML 399K
Securities by a Small-Business Issuer --
mainbody
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 47K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 120K
4: EX-5.1 Opinion re: Legality HTML 16K
5: EX-23.1 Consent of Experts or Counsel HTML 9K
Re:
FairyTale
Ventures, Inc., Registration Statement on Form SB-2
Ladies
and Gentlemen:
This
firm
has acted as counsel for FairyTale Ventures, Inc., a Nevada corporation (the
"Company"), in connection with the preparation of the registration statement
on
Form SB-2 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Act"), relation to the offering of 1,590,000 shares held by
the
selling shareholders described in the Registration Statement.
In
rendering the opinion set forth below, we have reviewed: (a) the Registration
Statement and the exhibits attached thereto; (b) the Company's Articles of
Incorporation; (c) the Company's Bylaws; (d) certain records of the Company's
corporate proceedings as reflected in its minute books; and (e) such statutes,
records and other documents as we have deemed relevant. In our examination,
we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and conformity with the originals of
all
documents submitted to us as copies thereof. In addition, we have made such
other examinations of law and fact, as we have deemed relevant in order to
form
a basis for the opinion hereinafter expressed.
Based
upon the foregoing, we are of the opinion that the 1,590,000 shares of common
stock to be sold by the selling shareholders are validly issued, fully paid
and
non-assessable.
This
opinion is based on Nevada general corporate law, including the statutory
provision, all applicable provisions of the Nevada constitution and reported
judicial decisions interpreting those laws.
WE
HEREBY
CONSENT to the inclusion of our name and use of our opinion in connection with
the Form SB-2 Registration Statement filed with the Securities and Exchange
Commission as counsel for the registrant, FairyTale Ventures, Inc.
