Attached files
MACDONALD TUSKEY |
CORPORATE AND SECURITIES LAWYERS |
Suite 1210, 777 Hornby Street | ||
Reply Attention of | William L. Macdonald | Vancouver, B.C |
Direct Tel. | (604) 648-1670 | V6Z 1S4 CANADA |
EMail Address | wmacdonald@wlmlaw.ca | |
Our File No. | 0926-1 | |
Telephone: (604) 689-1022 |
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Facsimile: (604) 681-4760 |
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November 13, 2009
Dreamfly Productions Corporation
3107 Cole Avenue
Dallas,
TX 75204
Dear Sirs: | ||
Re: | Common Stock of Dreamfly Productions Corporation Registered on Form S-1, filed | |
on November 13, 2009 |
We have acted as counsel to Dreamfly Productions Corporation (the Company), a corporation incorporated under the laws of the State of Delaware, in connection with the filing, on November13, 2009, of a registration statement on Form S-1 (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act) of 2,921,932 shares (the Registered Shares) of the Companys common stock for issuance by the Company pursuant to the Registration Statement.
We have examined the originals or certified copies of such corporate records of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies or as facsimiles of copies or originals, which assumptions we have not independently verified.
Based upon the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications and further assumptions set forth below, we are of the opinion that the Registered Shares that may be issued pursuant to the Registration Statement will, when issued, be duly and validly authorized and issued, fully paid and non-assessable.
We have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Delaware corporation. This opinion letter is opining upon and is limited to the current federal laws of the United States and, as set forth above, Delaware law, including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.
Macdonald Tuskey is an association of law corporations with lawyers called in |
the Provinces of British Columbia and Alberta and the States of New York and Washington. |
MACDONALD TUSKEY |
CORPORATE AND SECURITIES LAWYERS |
November 13, 2009
Page | 2
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the General Rules and Regulations of the Securities and Exchange Commission.
Yours truly, | |
W.L. MACDONALD LAW CORPORATION | |
Ss: W.L. MACDONALD LAW CORPORATION | |
WLM/mll