Attached files

file filename
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - InspireMD, Inc.g3587.txt
S-1/A - MAPS FOR PROSPECTUS - InspireMD, Inc.maps.pdf
EX-23.1 - CONSENT OF ACCOUNTANT - InspireMD, Inc.ex23-1.txt
EX-99.2 - SUBSCRIPTION AGREEMENT - InspireMD, Inc.ex99-2.txt

                                                                     Exhibit 5.1

                       [LETTERHEAD OF THE ERTZ LAW GROUP]



October 27, 2009

United States Securities and Exchange Commission
100 F Street
Washington, D.C. 20549

Re:  Legal  Opinion  Pursuant to Sec Form S-1  Registration  Statement - Saguaro
     Resources, Inc. (The "Company"), a Delaware Corporation

Ladies and Gentlemen:

I have  acted as special  counsel  to the  Company  for the  limited  purpose of
rendering this opinion in connection with the Registration Statement on Form S-1
and the Prospectus included therein (collectively the "Registration  Statement")
which is being  filed with the  Securities  and  Exchange  Commission  under the
Securities Act of 1933, as amended (the "Act") with respect to the  registration
and proposed sale of up to 2,000,000  shares of Common Stock,  par value $0.0001
per  share,  which  may be sold at a price of $0.01  per  share,  pursuant  to a
resolution  of the Board of  Directors  dated  July 14,  2009  authorizing  such
issuance.

I was not  engaged to prepare  any portion of the  Registration  Statement,  and
although I have reviewed the Registration  Statement for the purposes of writing
the  opinions  contained  herein,  I express no opinion  as to the  accuracy  or
adequacy of the disclosure contained in the Registration Statement.

In my capacity as special counsel to the Company,  I have examined  instruments,
documents, and records, which I have deemed relevant and necessary for the basis
of my opinion,  including,  but not limited to, the Certificate of Incorporation
of the  Company,  the  By-Laws of the  Company,  and the  records  of  corporate
proceedings  relating to the issuance of Shares.  Additionally,  I have reviewed
and made such other  examinations  of law and fact as I have deemed  relevant to
form the opinion hereinafter expressed.

I have examined such documents in light of the  applicable  laws of the State of
Delaware,  including the Delaware  Constitution,  all  applicable  provisions of
Delaware statutes, and reported judicial decisions interpreting those laws.

In such examinations, I have assumed:

     (a)  the legal capacity of all natural persons;

     (b)  the  authenticity  and  completeness of all  instruments  presented as
          original documents;

(c) the conformity to the authentic originals of all documents supplied to me as certified or photostatic or faxed copies; (d) the genuineness of all signatures; and (e) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates I have reviewed. In conducting my examination of documents executed by parties other than the Company, I have assumed that such parties had the power, corporate, limited liability company or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate, limited liability company or other, and the due execution and delivery by such parties of such documents and that, to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties. Based upon and subject to the foregoing, I make the following opinion on the legality of the securities being registered. I am of the opinion that: 1. The Company is a corporation duly authorized and validly existing under the laws of the State of Delaware, with corporate power to conduct its business as described in the Registration Statement. 2. The Company has an authorized capitalization of 100,000,000 shares of Common Stock, $0.0001 par value and no shares of Preferred Stock. 3. The 2,000,000 shares that are being offered by the Company, upon the due execution by the Company and the registration by its registrar of such shares, the sale thereof by the Company in accordance with the terms of the Registration Statement and after the effectiveness of the Registration Statement, and the receipt of consideration therefore in accordance with the terms of the Registration Statement, such shares will be duly and validly issued, fully paid and non-assessable. This opinion letter is limited to the status of shares to be issued under the Registration Statement, and no opinion is implied or may be inferred beyond the matters expressly stated. /// /// ///
I hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission as an Exhibit to the Registration Statement and to the reference to this firm under the heading "Experts" in the Prospectus. In giving this consent, I do not hereby admit that I am an "Expert" under the Act, or the rules and regulations of the SEC issued thereunder, with respect to any part of the Registration Statement, including this exhibit. Further, in giving this consent I do not admit that I come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated therein or Item 509 of Regulation S-K. Very Truly Yours, THE ERTZ LAW GROUP /s/ Abby L. Ertz, Esq. --------------------------------- Abby L. Ertz, Esq