Attached files
EXHIBIT 5.1
THE SOURLIS LAW FIRM
Securities and Corporate Attorneys
Virginia K. Sourlis, Esq., MBA* The Galleria
Philip Magri, Esq.+ 2 Bridge Avenue
Joseph M. Patricola, Esq.*+ # Red Bank, New Jersey 07701
(732) 530-9007 Fax (732) 530-9008
www.SourlisLaw.com
* Licensed in NJ Virginia@SourlisLaw.com
+ Licensed in NY
# Licensed in DC
________________________________________
October 8, 2009
Board of Directors
Casino Players, Inc.
2400 N Commerce Parkway, Suite 105
Weston, Florida 33326
Re: Casino Players, Inc.
Registration Statement on Amendment No. 10 to Form S-1
(File No.: 333-138251)
Dear Board of Directors of Casino Players, Inc.:
We have acted as securities counsel to Casino Players, Inc., a Nevada
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-1, Amendment No. 10 ( the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), to
register an aggregate of 18,000,000 shares of common stock, par value $0.0001
per share, of the Company registered on behalf of the Company and the Selling
Stockholders named in the Registration Statement (the "Shares").
In our capacity as counsel to the Company, we have reviewed the Company's
articles of incorporation, as amended, and by-laws, the Registration
Statement, the exhibits to the Registration Statement and such other records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons signing or delivering any instrument, the
authenticity of all documents admitted to us as originals, the conformity to
original documents submitted to us as certificated or photostatic copies,
and the authenticity of the originals of such latter documents. As to any
facts material to this opinion, we have relied upon statements and
representations of officers and other representatives of the Company.
Based upon the foregoing and having regard for such legal considerations as we
deem relevant, we are of the opinion that the 6,000,000 Shares being
registered in the Registration Statement on behalf of the Selling
Stockholders listed in the Registration Statement have been duly
1
and validly authorized for issuance and are legally issued, fully paid and
non-assessable and that the 12,000,000 Shares to be issued pursuant to the
Registration Statement have been duly authorized and when issued, will be
fully paid and non-assessable.
We express no opinion on the laws of any jurisdiction other than the Nevada
Revised Statutes of the state of Nevada and the applicable provisions of the
Nevada constitution and reported judicial interpretations interpreting these
laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, as may be amended from time to time. We also consent
to the reference to my name and this firm under the heading "Legal Matters" in
the prospectus which forms a part of the Registration Statement. In giving
such consent, we do not thereby 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 Commission promulgated thereunder.
Very truly yours,
The Sourlis Law Firm
/s/ Virginia K. Sourlis, Esq.
Virginia K. Sourlis, Esq.
2