Attached files
| file | filename |
|---|---|
| S-1/A - Asgaard Media | v165461_s1a.htm |
| EX-3.1 - Asgaard Media | v165461_ex3-1.htm |
| EX-3.2 - Asgaard Media | v165461_ex3-2.htm |
| EX-99.1 - Asgaard Media | v165461_ex99-1.htm |
| EX-14.1 - Asgaard Media | v165461_ex14-1.htm |
| EX-23.1 - Asgaard Media | v165461_ex23-1.htm |
Exhibit
5.1 Legal Opinion and Consent
Davisson
& Associates, PA
4124
Quebec Avenue North, Suite 306
Minneapolis
Minnesota 55427
Phone
(763) 355-5678
Facsimile
(763)3552-5679
November
23, 2009
Board of
Directors
Asgaard
Media
1353 Old
Temescal Canyon, Suite 129
Corona,
California 92881
|
Re:
|
Opinion and Consent of Counsel
with respect to Registration Statement on Form S-1 for Asgaard Media, a
Nevada Corporation, (the
“Company”).
|
Ladies
and Gentleman:
We have
been engaged as counsel by the Company for the purpose of supplying this opinion
letter, which is to be filed as an Exhibit to the Company’s Registration
Statement (the “Registration Statement”). This opinion is submitted
pursuant to the applicable rules of the Securities and Exchange Commission with
respect to the registration of 10,000,000 newly issued shares for
public sale of the Company's common stock, $0.001 par value, to be sold by the
issuer (the “Shares.”
We have
in connection with the Company’s request made ourselves familiar with the
corporate actions taken and proposed to be taken by the Company in connection
with the proposed registration of
Shares, authorization, issuance and sale of the Shares by
the Company and have made such other legal factual inquiries as we have deemed
necessary for the purpose of rending this opinion. We have examined
and relied upon original, certified, conformed, Photostat or other copies of the
following documents:
|
i.
|
The Certificate of Incorporation
of the Company;
|
|
ii.
|
The Registration
Statement and the Exhibits thereto;
and
|
|
iii.
|
Such other matters of law, as we have deemed necessary for the
expression of the opinion herein
contained.
|
We have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of documents
submitted to us as copies, the authenticity of the originals of such copied
documents, and except with respect to the Company, that all individual executing
and delivering such documents were duly authorized to do so.
Based on
the forgoing and in reliance thereon, and subject to the qualification and
limitations set forth below, we are of the opinion that the Company is duly
organized in the State of Nevada, validly existing and in good standing as a
corporation under the laws of the State of Nevada. Based on the
foregoing, I am of the opinion that the Shares have and upon the effectiveness
of the registration will have been duly and validly issued and are fully paid
and non-assessable.
This
opinion is limited to the laws of the State of Nevada and federal
law in effect, exclusive of state securities and blue-sky laws, rules
and regulations, and to all facts as they presently exist.
1
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
prospectus comprising part of the Registration Statement.
Sincerely,
Davisson
& Associates, PA
|
/s/Peder
K. Davisson
|
2
Davisson
& Associates, PA
4124
Quebec Avenue North, Suite 306
Minneapolis
Minnesota 55427
Phone
(763) 355-5678
Facsimile
(763)3552-5679
November
23, 2009
Board of
Directors
Asgaard
Media
1353 Old
Temescal Canyon, Suite 129
Corona,
California 92881
|
Re:
|
Opinion and Consent of Counsel
with respect to Registration Statement on Form S-1 for Asgaard Media, a
Nevada Corporation, (the
“Company”).
|
Ladies
and Gentleman:
We have
been engaged as counsel by the Company for the purpose of supplying this opinion
letter, which is to be filed as an Exhibit to the Company’s Registration
Statement (the “Registration Statement”). This opinion is submitted
pursuant to the applicable rules of the Securities and Exchange Commission with
respect to the registration of 2,500,000 shares held by existing shareholders to
be sold by the existing selling shareholders (the “Shares”).
We have
in connection with the Company’s request made ourselves familiar with the
corporate actions taken and proposed to be taken by the Company in connection
with the proposed registration of Shares by existing stockholders and
authorization issuance and sale of the Shares by the selling shareholders and
have made such other legal factual inquiries as we have deemed necessary for the
purpose of rending this opinion. We have examined and relied upon
original, certified, conformed, Photostat or other copies of the following
documents:
|
i.
|
The Certificate of Incorporation
of the Company;
|
|
ii.
|
The
Registration Statement and the Exhibits thereto;
and
|
|
iii.
|
Such other matters of law, as we have deemed necessary for the expression
of the opinion herein
contained.
|
We have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of documents
submitted to us as copies, the authenticity of the originals of such copied
documents, and except with respect to the Company, that all individual executing
and delivering such documents were duly authorized to do so.
Based on
the forgoing and in reliance thereon, and subject to the qualification and
limitations set forth below, we are of the opinion that the Company is duly
organized in the State of Nevada, validly existing and in good standing as a
corporation under the laws of the State of Nevada. Based on the
foregoing, I am of the opinion that the Shares have and upon the effectiveness
of the registration will have been duly and validly issued and are fully paid
and non-assessable.
This
opinion is limited to the laws of the State of Nevada and federal law in effect,
exclusive of state securities and blue-sky laws, rules and regulations, and to
all facts as they presently exist.
3
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
prospectus comprising part of the Registration Statement.
Sincerely,
Davisson
& Associates, PA
|
/s/Peder
K. Davisson
|
|
Peder
K. Davisson, Esq.
|
4