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 406K
Issuer -- mainbody
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 46K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 127K
4: EX-5.1 Opinion re: Legality HTML 14K
5: EX-23.1 Consent of Experts or Counsel HTML 7K
Re:
Windstar, Inc., Registration Statement on Form SB-2
Ladies
and Gentlemen:
I
have
acted as special counsel for Windstar, 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"), relating to
the
offering of 950,000 shares held by the selling shareholders described in the
Registration Statement.
In
rendering the opinion set forth below, I limited the scope of my review to
the
following
documents: (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 I have deemed relevant.
In
my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted
to me as originals, and conformity with the originals of all documents
submitted to
me as
copies thereof, and I have made no independent verification of the factual
matters
as set
forth in such documents or certificates. In addition, I have made such other
examinations of law and fact as I have deemed relevant in order to form a basis
for the opinion hereinafter expressed.
Based
upon the foregoing, I am of the opinion that the 950,000 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 statutory
provisions, applicable provisions of the Nevada constitution and reported
judicial decisions
interpreting those laws. I express no opinion, and none should be inferred,
as
to
any
other laws, including, without limitation, laws of any other state.
The
opinions set forth herein are subject to the following qualifications: (a)
I
have
made no
independent verification of the factual matters as set forth in the documents
or
certificates reviewed, and (b) my opinion speaks only as of the date hereof
and
I express no opinion as to, and disclaim any undertaking or obligation to update
this opinion in respect of circumstances or events which may occur subsequent
to
this date.
The
opinions set forth herein are limited to the matters expressly set forth in
this
opinion
letter, and no opinion is to be implied or may be inferred beyond the matters
expressly so stated. This opinion letter is given as of the date hereof and
I
assume no obligation to advise you of changes that may hereafter be brought
to
my attention.
I
HEREBY
CONSENT to the inclusion of my name and use of my opinion in connection with
the
Form SB-2 Registration Statement filed with the Securities and Exchange
Commission as special counsel for the registrant, Windstar, Inc.
