Attached files
file | filename |
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S-1 - FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - Nova Lifestyle, Inc. | stevenss1110609.htm |
EX-10.1 - OPTION TO PURCHASE AGREEMENT DATED SEPTEMBER 30, 2009 - Nova Lifestyle, Inc. | stevenss1110609ex10.htm |
EX-3.2 - BY-LAWS - Nova Lifestyle, Inc. | stevenss1110609ex32.htm |
EX-14.1 - CODE OF ETHICS - Nova Lifestyle, Inc. | stevenss1110609ex14.htm |
EX-23.1 - CONSENT OF ACCOUNTANT - Nova Lifestyle, Inc. | stevenss1110609ex23.htm |
EX-3.1 - ARTICLES OF INCORPORATION - Nova Lifestyle, Inc. | stevenss1110609ex3.htm |
The
Law Office of Timothy S. Orr, PLLC
4328 West
Hiawatha Dr., Ste 101
Spokane,
WA 99208
Telephone:
(509) 462.2926
Facsimile: (509)
762.0303
November
3, 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 – Stevens Resources,
Inc. (the "Company"), a Nevada corporation
To Whom
It Concerns:
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 5,000,000 shares of Common Stock, par value $0.001 per share,
which may be sold at a price of $0.02 per share, pursuant to a resolution of the
Board of Directors dated September 30, 2009 authorizing such
issuance.
I was not
engaged to prepare or review any portion of the Registration Statement. 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 Registration Statement, 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 Nevada,
including the Nevada Constitution, all applicable provisions of Nevada statutes,
and reported judicial decisions interpreting those laws.
In such
examinations, I have assumed the legal capacity of all natural persons, the
authenticity and completeness of all instruments presented to me as original
documents, the conformity to the authentic originals of all documents supplied
to me as certified or photostatic or faxed copies, the genuineness of all
signatures, and 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.
1
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 and in good
standing under the laws of the State of Nevada, with corporate power to conduct
its business as described in the Registration Statement.
2. The
Company has an authorized capitalization of 75,000,000 shares of Common Stock,
$0.001 par value and no shares of Preferred Stock.
3. The
2,100,000 shares of Common Stock, currently issued and outstanding, are duly and
validly issued as fully paid and non-assessable, pursuant to the corporate law
of the State of Nevada.
4. The
5,000,000 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.
This
opinion is expressed as of the date hereof, and I disclaim any undertaking to
advise you of any subsequent changes of the facts stated or assumed herein or
any subsequent changes in applicable law, and I have assumed that at no future
time would any such subsequent change of fact or law affect adversely my ability
to render at such time an opinion (a) containing the same legal conclusions set
forth herein and (b) subject only to such (or fewer) assumptions, limitations,
and qualifications as are contained herein.
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 Securities Act of 1933 or the rules and
regulations of the SEC promulgated therein or Item 509 of Regulation
S-K.
/s/Timothy
S. Orr
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The Law
Office of Timothy S. Orr, PLLC
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