Registration of Securities by a Small-Business Issuer — Form SB-2 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: SB-2 Utalk Communications Inc. Form SB-2 HTML 365K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 5K
-- exhibit3-1
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 63K
4: EX-4.1 Instrument Defining the Rights of Security Holders HTML 8K
5: EX-5.1 Opinion re: Legality HTML 14K
6: EX-10.1 Material Contract HTML 5K
7: EX-10.2 Material Contract HTML 5K
8: EX-10.3 Material Contract HTML 18K
9: EX-23.1 Consent of Experts or Counsel HTML 8K
10: EX-23.2 Consent of Experts or Counsel HTML 6K
Re: Registration
Statement on Form SB-2 (the "Registration Statement")
Gentlemen:
We
have
acted as counsel to Utalk Communications Inc. (the "Company") in connection
with
its filing with the Securities and Exchange Commission of a Registration
Statement on Form SB-2 (the “Registration Statement”), pursuant to the
Securities Act of 1933, as amended (the “Act”). The Registration Statement
relates to the sale of a minimum of 437,900 and up to a maximum of 595,800
shares of common stock, par value $0.001 per share, to be offered and sold
by
the Company.
In
connection therewith, we have examined and relied upon original, certified,
conformed, photostat or other copies of (a) the Articles of Incorporation and
Bylaws of the Company; (b) resolutions of the Board of Directors of the Company;
(c) the Registration Statement and the exhibits thereto; and (d) such corporate
records of the Company, certificates of public officials, certificates of
officers of the Company and other documents, agreements and instruments as
we
have deemed necessary as a basis for the opinions herein contained. In all
such
examinations, we have assumed the genuineness of all signatures on original
documents, and the conformity to originals or certified documents of all copies
submitted to us as conformed, photostat or other copies. In passing upon certain
corporate records and documents of the Company, we have necessarily assumed
the
correctness and completeness of the statements made or included therein by
the
Company, and we express no opinion thereon.
Based
on
our examination mentioned above, we are of the opinion that the shares being
sold pursuant to the Registration Statement are duly authorized and will be,
when sold in the manner described in the Registration Statement, legally and
validly issued, fully paid and non-assessable.
This
opinion is limited in all respects to the laws of the State of New York and
to
the applicable statutory provisions of the Nevada Revised Statutes, all
applicable provisions of the Nevada Constitution and reported judicial decisions
interpreting those laws. We express no opinion as to the laws of any other
jurisdiction.
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We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters"
in
the prospectus forming a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Act or
the
rules and regulations promulgated thereunder.
