Attached files
EXHIBITS 5.1 AND 23.2
MIRMAN LAW OFFICE
attorneys and counselors
18 west 21st Street, Fifth Floor
New York, NY 10010
Telephone: 1-212-542-0540
November 15, 2009
RE: REGISTRATION STATEMENT ON FORM S-1 OF KIDS GERM DEFENSE CORP.
Ladies and Gentlemen:
We have been engaged by Kids Germ Defense Corp., a Florida corporation, in
connection with its registration statement on Form S-1 (the "Registration
Statement") to be filed with the Securities and Exchange Commission and relating
to the registration of 3,000,000 shares of Common Stock, par value $.0001
(hereinafter, the "registerable securities"). This opinion is being furnished at
the request of the corporation and in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended. This
opinion opines on the legality of the securities under Florida law, the state
wherein Registrant is incorporated.
In order to provide this opinion, we have examined and relied upon
original, certified, conformed, Photostat or other copies of the following
documents:
* The Amended and Restated Articles of Incorporation ("Articles of
Incorporation") and the Bylaws as presently in effect ("Bylaws") of the
company, filed as exhibits 3.1.1 and 3.2, respectively, to the
Registration Statement;
* Records of the corporate proceedings taken to date with respect to the
authorization and issuance of the registerable securities;
* The Registration Statement and the exhibits attached thereto solely as
they pertain to the registerable securities;
* Applicable provisions of the statutes of the State of Florida, the
corporate laws of the State of Florida, all applicable provisions of
Florida Constitution and reported and published judicial and
administrative interpretations thereof, and;
* Such other documents and matters of law as we have deemed necessary for
the expression of this opinion.
In all of our examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as 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 of the statements made or included therein by the
Company, and we express no opinion thereon. As to the various questions of fact
material to this opinion, we have relied, to the extent we deemed reasonably
appropriate, upon representations or certificates of officers or directors of
the Company, and upon documents, records and instruments furnished to us by the
Company, without independently checking or verifying the accuracy of such
documents, records, and instruments.
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Based upon and subject to the foregoing, we are of the opinion that the
registerable securities, when issued in accordance with their terms and upon
receipt by the Company of the agreed upon consideration therefor, will be
legally issued under Florida law, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement and to the references to our firm under the caption "Legal Matters" in
the Registration Statement, provided that such consent shall not constitute an
admission that we are an "Expert" within the meaning of the Securities Act of
1933, as amended.
Sincerely,
/s/ Daniel Mirman
Daniel Mirman
Mirman Law Office
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