Valesc Holdings Inc – ‘SB-2/A’ on 6/27/02 – EX-5.1

On:  Thursday, 6/27/02, at 4:59pm ET   ·   Accession #:  909012-2-488   ·   File #:  333-69860

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Amendment No.1 to Registration Statement              52    312K 
 2: EX-4.1      Certificate of Common Stock                            1      6K 
 3: EX-5.1      Opinion of Counsel                                     2     12K 
 4: EX-10.2     Amended Emp. Agree. Valesc & J. Kraus                 11     43K 
 5: EX-10.3     Amended Emp. Agree. Valesc & S. Cohen                 11     43K 
 6: EX-10.4     Amended Emp. Agree. Valesc & G. Miller                10     43K 
 7: EX-10.5     Amended Emp. Agree. Valesc & H. Kraus                  9     36K 
 9: EX-10.6     Manufacturers Agreement                               19     53K 
10: EX-10.7     Sales Rep. Agreement                                  12     36K 
 8: EX-10.8     Sales Rep. Agreement                                  17     51K 
11: EX-21.1     List of Subsidiaries                                   1      5K 
12: EX-23.2     Consent of Independent Accountants                     1      6K 

EX-5.1   —   Opinion of Counsel

EX-5.1
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
Hecht & Associates, P.C.
Attorneys at Law
 60 East 42nd Street, Suite 5101
New York, NY 10165
(212) 490-3232
 Fax: (212) 490-3263
WWW.SECURITIESCOUNSELORS.COM
Email: checht@securitiescounselors.com

CHARLES J. HECHT                                               Please Reply to: 
PERRY J. NAGLE (OF COUNSEL)                                    CHARLES J. HECHT 
WILLIAM J. GELLER (OF COUNSEL)                                                  

                                             June 24, 2002

Securities and Exchange Commission                                              
Division of Corporation Finance                                                 
Office of Small Business Review                                                 
450 Fifth Street, NW - Room 3112                                                
Washington, DC 20549                                                            

Re:       VALESC INC.                                     
-----------                           

Dear Sir/Madam:                                                                 

          We have acted as counsel to Valesc Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing of a Registration     
Statement on Form SB-2 (the "Registration Statement") with the Securities and   
Exchange Commission (the "Commission"), with respect to the registration under  
the Securities Act of 1933, as amended (the "Securities Act"), of 1,261,948     
shares of the Company's common stock, par value $.0001 per share (the "Shares"),
issued by the Company to the selling securityholders named in the Registration  
Statement as follows:                                                           

        (i) 807,948 Shares issued to certain investors in the Company (the
"Investor Shares"); and                                                         

        (ii) 454,000 Shares issuable upon exercise of warrants to purchase
shares of the Company's common stock (the "Investor Warrants") issued to certain
warrant investors named in the Registration Statement in connection with        
Debenture and Warrant Purchase Agreements.                                      

         In connection with the registration of the Shares, we have reviewed
such documents and records as we have deemed necessary to enable us to express  
an opinion                                                                      

EX-5.1
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Securities and Exchange Commission                                              
June 24, 2002                                                                   
Page 2                                                                          
--------------------------------------------------------------------------------

on the matters covered hereby, including but not limited to the Debenture and   
Warrant Purchase Agreements, the Investor Warrants, the Registration Statement  
(including all exhibits thereto) and copies of resolutions of the Company's     
board of directors authorizing the issuance of the Shares and their registration
pursuant to the Registration Statement.                                         

           In rendering this opinion, we have (a) assumed (i) the genuineness of
all signatures on all documents examined by us, (ii) the authenticity of all    
documents submitted to us as originals, and (iii) the conformity to original    
documents of all documents submitted to us as photostatic or conformed copies   
and the authenticity of the originals of such copies; and (b) relied on (i)     
certificates of public officials and (ii) as to matters of fact, statements and 
certificates of officers and representatives of the Company.                    

Based upon the foregoing, we are of the opinion that:     

       (1) The Shares, when issued pursuant to the Debenture and Warrant
Purchase Agreement and Investor Warrants, are validly authorized and, when (a)  
the pertinent provisions of the Securities Act and such "blue sky" and          
securities laws as may be applicable have been complied with and (b) such Shares
have been duly delivered against payment therefor, such Shares will be validly  
issued, fully paid and nonassessable.                                           

(2) The Investor Shares are validly issued, fully paid and
non-assessable.                                                                 

       We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving the foregoing 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 of the Commission thereunder.

          The foregoing opinions relate only to matters of the internal law of
the State of Delaware without reference to conflict of laws and to matters of   
federal law, and we do not purport to express any opinion on the laws of any    
other jurisdiction.                                                             

                                               Very truly yours,

                                              Charles J. Hecht

Dates Referenced Herein

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
Filed on:		6/27/02							None on these Dates
		6/24/02		1		2
									List all Filings