Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer — Form SB-2 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: SB-2/A Platinum Studios Form SB-2/A HTML 1.25M
2: EX-5.1 Opinion re: Legality HTML 9K
3: EX-23.1 Consent of Experts or Counsel HTML 6K
Form
SB-2 Registration Statement (File No. 333-145871)
Ladies
and Gentlemen:
We
refer
to the above-captioned registration statement on Form SB-2 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Securities Act”),
filed by Platinum Studios, Inc., a California corporation (the “Company”), with
the Securities and Exchange Commission.
We
have
examined the originals, photocopies, certified copies or other evidence of
such
records of the Company, certificates of officers of the Company and public
officials, and other documents as we have deemed relevant and necessary as
a
basis for the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as certified copies or photocopies and the authenticity of
the
originals of such latter documents.
Based
on
our examination mentioned above, we are of the opinion that the outstanding
shares of common stock, par value $0.10 of the Company being sold pursuant
to
the Registration Statement are duly authorized, legally
and validly
issued, fully paid and non-assessable.
We
hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our firm under “Legal Matters” in the related
Prospectus. In giving the foregoing consent, we do not hereby 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 of the Securities and Exchange
Commission.
