Attached files
| file | filename |
|---|---|
| S-1 - OMNICITY CORP. | s1.htm |
| EX-23.3 - CONSENT OF BGBC PARTNERS, LLC - OMNICITY CORP. | ex23-3.htm |
| EX-23.2 - CONSENT OF WEAVER & MARTIN LLC - OMNICITY CORP. | ex23-2.htm |
File Number:
58796-0019Web site: www.langmichener.com
Exhibit 5.1
Omnicity, Corp.
807 South State Road 3
Rushville, Indiana 46173
Dear Sirs:
Re: Omnicity, Corp. - Registration Statement on Form S-1
We have acted as legal counsel to Omnicity, Corp., a Nevada corporation (the "Company"), in connection with the Company's Registration Statement on Form S-1 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, on December 1, 2009. The Registration Statement relates to the registration of an aggregate of 2,513,069 shares of common stock of the company (collectively, the "Shares") for resale by the selling shareholders named in the Registration Statement (the "Selling Shareholders"). Such Shares are comprised of 1,303,693 Shares that have been issued to certain of the Selling Shareholders and 1,209,376 Shares (collectively, the "Warrant Shares") issuable to certain of the Selling Stockholders upon the exercise of outstanding common stock purchase warrants (collectively, the "Warrants"), more particularly described as follows:
- 1,199,408 Shares and 599,704 Warrant Shares issuable upon exercise of Warrants issued pursuant to a private placement of 2,398,816 units at a price of $0.35 per unit on May 8, 2009 (the "May Private Placement");
- 104,285 Shares and 52,143 Warrant Shares issuable upon exercise of Warrants issued pursuant to a private placement of 208,571 units at a price of $0.35 per unit on June 24, 2009 (the "June Private Placement");
- 418,039 Warrant Shares issuable upon exercise of Warrants issued to settle commitments under a master lease agreement on June 24, 2009; and
- 139,490 Warrant Shares issuable upon exercise of Warrants issued to settle commitments under a master lease agreement on October 13, 2009;
In rendering the opinion set forth below, we have reviewed:
(a) the Registration Statement dated November 30, 2009;
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(b) the Company's Articles of Incorporation;
(c) the Company's Bylaws;
(d) certain records of the Company's corporate proceedings, including resolutions of the directors approving the transactions described above;
(e) the subscription agreements entered into between the Company and the Selling Shareholders who acquired Shares and Warrants pursuant to the May Private Placement and the June Private Placement;
(f) the form of the certificates representing the Warrants described above (the "Warrant Certificates");
(g) an Officer's Certificate executed by Donald M. Prest, the Chief Financial Officer and a director of the Company; and
(h) such other documents as we have deemed relevant.
Based upon the foregoing and in reliance thereon, and subject to the qualifications and limitations set forth herein, we are of the opinion that:
- the Shares held by the Selling Shareholders are validly issued, fully paid and non-assessable shares of the Company's common stock; and
- upon exercise of the Warrants in accordance with their respective terms (including, without limitation, the payment of the exercise price for the Warrant Shares), the Warrant Shares will be validly issued, fully paid and non-assessable shares of the Company's common stock.
Our opinion expressed herein is subject in all respects to the following assumptions, limitations and qualifications:
(i) the foregoing opinion is limited to Nevada law, including all applicable provisions of the Constitution of the State of Nevada, statutory provisions of the State of Nevada and reported judicial decisions of the courts of the State of Nevada interpreting those laws. We have not considered, and have not expressed any opinion with regard to, or as to the effect of, any other law, rule, or regulation, state or federal, applicable to the Company;
(ii) we have assumed (i) the genuineness of all signatures on documents examined by us, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to authentic originals of all documents submitted to us as certified, conformed, photostatic or other copies, and (iv) that the documents, in the forms submitted to us for review, have not been and will not be altered or amended in any respect;
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(iii) we have assumed that each Warrant Certificate constitutes the legal, valid and binding obligations of the parties thereto and that such agreements are enforceable against each of the parties thereto in accordance with their respective terms;
(iv) we have assumed that each of the statements made and certified in the Officer's Certificate was true and correct when made, has at no time since being made and certified become untrue or incorrect, and remains true and correct on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our firm's name in the section of the Registration Statement and the prospectus included therein entitled "Experts".
Yours truly,
"Lang Michener LLP"