Registration of Securities by a Small-Business Issuer — Form SB-2 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: SB-2 Registration of Securities by a Small-Business HTML 541K
Issuer
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 5K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 12K
4: EX-4.1 Instrument Defining the Rights of Security Holders HTML 17K
5: EX-5.1 Opinion re: Legality HTML 9K
6: EX-23.1 Consent of Experts or Counsel HTML 9K
RE:
Ultra
Care, Inc.; Form SB-2 Registration Statement
Ladies
and Gentlemen:
We
refer
to the above-captioned registration statement on Form SB-2 ("Registration
Statement") under the Securities Act of 1933, as amended ("Act"), filed by
Ultra
Care, Inc., a Nevada corporation ("Company"), with the Securities and Exchange
Commission. The Registration Statement relates to the offer and sale by the
selling stockholders named therein of up to 760,000 shares of common stock,
par
value $0.001 per share (the "Common Stock"), of the Company.
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 documents.
Based
on
our examination mentioned above, we are of the opinion that the Common Stock
outstanding on the date hereof that
are
being registered for resale by the selling stockholders of the Company are
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
Registration Statement. 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 Act, or the rules and regulations of the Securities and Exchange
Commission.
