Audience Productions, Inc. - FORM S-1 - EX-5 - OPINION RE LEGALITY (INCLUDING CONSENT) - October 20, 2009

Attached files

file filename
S-1 - REGISTRATION STATEMENT ON FORM S-1 - Audience Productions, Inc.ds1.htm
EX-3.(I) - ARTICLES OF INCORPORATION - Audience Productions, Inc.dex3i.htm
EX-23 - CONSENT OF INDEPENDENT AUDITORS - Audience Productions, Inc.dex23.htm
EX-4.2 - SERIES A PREFERRED SHARES CERTIFICATE SPECIMEN (WITH TRANSFER RESTRICTION) - Audience Productions, Inc.dex42.htm
EX-99.1 - FORM OF SUBSCRIPTION AGREEMENT - Audience Productions, Inc.dex991.htm
EX-10.4 - SERVICES AGREEMENT - JULIE CHASE - Audience Productions, Inc.dex104.htm
EX-10.5 - PROMOTIONAL SHARES LOCK-IN AGREEMENT - Audience Productions, Inc.dex105.htm
EX-10.3 - SERVICES AGREEMENT - GEORGE BRUMDER - Audience Productions, Inc.dex103.htm
EX-10.2 - SERVICES AGREEMENT - JAY T. SCHWARTZ - Audience Productions, Inc.dex102.htm
EX-99.2 - AGENT FOR SERVICE OF PROCESS - Audience Productions, Inc.dex992.htm
EX-10.7 - PRODUCTION SERVICES AGREEMENT - Audience Productions, Inc.dex107.htm
EX-3.(II) - BYLAWS OF AUDIENCE PRODUCTIONS, INC. - Audience Productions, Inc.dex3ii.htm
EX-10.1 - IMPOUND AGREEMENT - Audience Productions, Inc.dex101.htm
EX-99.3 - "LYDIA SLOTNICK UNPLUGGED" SCRIPT - Audience Productions, Inc.dex993.htm
EX-10.6 - OPTION PURCHASE AGREEMENT - Audience Productions, Inc.dex106.htm

Exhibit 5

Beacon Law Advisors, PLLC

801 2nd Ave, Suite 614

Seattle, WA 98104

October 19, 2009

Audience Productions, Inc.

2311 N. 45th Street

Suite 310

Seattle, WA 98103

Attention: Mr. Jay T. Schwartz, President of Audience Productions, Inc.

 

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as special counsel to Audience Productions, Inc. (“API”), in connection with a registration statement on Form S-1, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission under Section 5 of the Securities Act of 1933, as amended, relating to the offering by API of an aggregate of 800,000 Series A Preferred Shares (the “Series A Preferred Shares”).

In connection with the foregoing, we have examined originals or copies, satisfactory to us, of all such corporate records and of all such agreements, certificates 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 originals and the conformity with the original documents of all documents submitted to us as copies. As to any facts material to such opinion, we have, without independent investigation, relied on certificates of public officials and certificates of officers or other representatives of API.

Based upon the foregoing and subject to the other limitations set forth herein, we are of the opinion that the Series A Preferred Shares to be offered and sold pursuant to the Registration Statement will be validly issued, fully paid and non-assessable upon issuance pursuant to the terms of the Registration Statement. We consent to the disclosure of our opinion contained in the Registration Statement, the filing of this opinion as an exhibit to the Registration Statement, and to the reference to our law firm in the Registration Statement.

We are members of the bar of the State of Washington and are not licensed or admitted to practice law in any other jurisdiction. Accordingly, we express no opinion with respect to the laws of any jurisdiction other than the laws of the State of Washington, and the Federal laws of the United States.

 

Very truly yours,
/s/ Beacon Law Advisors, PLLC