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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/12/06 Itonis Inc. SB-2 5/11/06 12:1.7M Newsfile Corp/FA |
Document/Exhibit Description Pages Size
1: SB-2 Registration Statement HTML 584K
2: EX-3.1 Articles of Incorporation HTML 25K
3: EX-3.2 Certificate of Amendment to Articles of HTML 13K
Incorporation
4: EX-3.3 By-Laws HTML 88K
5: EX-5.1 Opinion of Lang Michener LLP, With Consent to Use, HTML 15K
Regarding the Legality of the Securities
Being Registered
6: EX-10.1 Asset Purchase Agreement Dated October 1, 2005 HTML 70K
Between Itonis Inc. and Onyx Trading Inc
7: EX-10.2 Employment Agreement Between Itonis Inc. and HTML 14K
Antonin Kral Dated January 1, 2006
8: EX-10.3 Employment Agreement Between Itonis Inc. and HTML 55K
Nicolas Lavaud Dated February 1, 2006
9: EX-10.4 Asset Purchase Agreement Between Itonis Inc. and HTML 87K
Nordic Iptv Company Aps (Formerly
???Makeitwork Aps???) Dated January 31,
2006
10: EX-10.5 Reseller Agreement Dated February 7, 2006 Between HTML 27K
Itonis Inc. and Makeitwork Aps
11: EX-10.6 Lease Agreement Concluded Between Achat Real A.S. HTML 49K
and Itonis Cz S.R.O. Dated December 23,
2005
12: EX-23.1 Consent of Independent Auditors HTML 10K
| Filed by Automated Filing Services Inc. (604) 609-0244 - ITonis Inc. - Exhibit 5.1 |
Lang Michener LLP
BARRISTERS & SOLICITORS
| Vancouver Toronto Ottawa |
1500 - 1055 West Georgia Street, P.O. Box 11117 Vancouver, British Columbia, Canada V6E 4N7 Telephone (604) 689-9111 Facsimile (604) 685-7084 |
File Number: 57682-12
Web site: www.langmichener.com
Direct Line: (604) 691-7410
Direct Fax Line: (604) 893-2669
E-Mail: mtaylor@lmls.com
EXHIBITS 5.1 & 23.2
ITonis Inc.
Klimentska 10, 110 00 Prague 1, Czech Republic
+420 296578180
Fax +420 296578199
Attention: Mr. Nicolas Lavaud, President
Dear Sirs:
ITONIS INC. - Registration Statement on Form SB-2
I have acted as counsel for ITonis 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, relating to the offering of 12,454,657 shares of the Company’s common stock (the “Shares”) by the selling shareholders named in the Registration Statement (the "Selling Shareholders”).
In rendering the opinion set forth below, I have reviewed: (a) the Registration Statement dated May 10, 2006 and the exhibits attached thereto; (b) the Company’s Articles of Incorporation and Certificate of Amendment to Articles of Incorporation; (c) the Company’s Bylaws; (d) certain records of the Company’s corporate proceedings as reflected in its minute books, including resolutions of the sole director approving the issuance of the Shares to the Selling Shareholders; (e) agreements entered into between the Selling Shareholders and the Company for the issuance of the Shares; (f) an Officer’s Certificate executed by Nicolas Lavaud, President and Chief Executive Officer, dated May 10, 2006; and (g) other documents as I have deemed relevant.
For purposes of this opinion, I have not reviewed any documents other than the documents listed in (a) through (g) above. In particular, I have not reviewed, and express no opinion on, any document (other than the documents listed in (a) through (g) above) that is referred to or incorporated by reference into, the documents reviewed by me.
Page 2
Based upon the foregoing, I am of the opinion that the Shares to be sold by the Selling Shareholders are validly issued, fully paid and non-assessable shares of the Company’s common stock.
My opinion expressed herein is subject in all respects to the following assumptions, limitations and qualifications:
| (i) | The foregoing opinion is limited to Nevada law, including all applicable provisions of the Constitution of the State of Nevada, statutory provisions of the State of Nevada and reported judicial decisions of the courts of the State of Nevada interpreting those laws. I have not considered, and have not expressed any opinion with regard to, or as to the effect of, any other law, rule, or regulation, state or federal, applicable to the Company. |
|
| (ii) | I have assumed (i) the genuineness of all signatures on documents examined by me, (ii) the authenticity of all documents submitted to me as originals, (iii) the conformity to authentic originals of all documents submitted to me as certified, conformed, photostatic or other copies, and (iv) that the documents, in the forms submitted to me for my review, have not been and will not be altered or amended in any respect. |
|
| (iii) | I have assumed that each of the statements made and certified in the Officer’s Certificate was true and correct when made, has at no time since being made and certified become untrue or incorrect, remains true and correct on the date hereof. |
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to being referred to in the section of the Registration Statement and the prospectus included therein entitled “Legal Matters”.
Yours truly,
* Member of the Nevada State Bar
MHT/j
| This ‘SB-2’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 5/12/06 | None on these Dates | ||
| Filed on: | 5/11/06 | |||
| 5/10/06 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/08/06 SEC UPLOAD¶ 10/17/17 1:93K Itonis Inc. |