Attached files
| file | filename |
|---|---|
| S-1/A - STEELCLOUD INC | v168970_s1a.htm |
| EX-23.1 - STEELCLOUD INC | v168970_ex23-1.htm |
| EX-4.3.2 - STEELCLOUD INC | v168970_ex4-3x2.htm |
| EX-10.27.1 - STEELCLOUD INC | v168970_ex10-271.htm |
| EX-10.30.2 - STEELCLOUD INC | v168970_ex10-30x2.htm |
December
29, 2009
SteelCloud,
Inc.
13962
Park Center Road
Hemdon,
VA 20171
Gentlemen:
We have
acted as counsel for SteelCloud, Inc., a Virginia corporation, (the “Company”)
in connection with its filing of a Registration Statement on Form S-l (File No.
333-158703) (the “Registration Statement”), and the amendments thereto, covering
up to16,000,000 shares (the “Shares”) of the Company’s common stock, $0.001 par
value (“Common Stock”), accompanied by warrants to purchase 16,000,000 shares of
Common Stock, on a best efforts basis (the “Warrants”) and up to 1,600,000
shares of Common Stock underlying placement agent warrants (the “Placement Agent
Shares”).
In
connection with this matter, we have examined the originals or copies certified
or otherwise identified to our satisfaction of the following: (a) Certificate of
Incorporation of the Company, as amended to date; (b) By-laws of the Company, as
amended to date; and (c) the Registration Statement and all exhibits
thereto.
In
addition to the foregoing, we also have relied as to matters of fact upon the
representations made by the Company and its representatives. In addition, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to original documents
of all documents submitted to us certified or as photo static
copies.
Based
upon and in reliance upon the foregoing, and after examination of such corporate
and other records, certificates and other documents and such matters of law as
we have deemed applicable or relevant to this opinion, it is our opinion that
the Company has been duly incorporated and is validly existing as a corporation
in good standing under the laws of the State of Virginia, the jurisdiction of
its incorporation and has full corporate power and authority to own its
properties and conduct its business as described in the Registration
Statement.
The
authorized capital stock of the Company consists of 80,000,000 shares of common
stock, $0.001 par value, of which there are 15,614,001 shares outstanding
as of December 28, 2009, and 2,000,000 shares of undesignated preferred stock,
$0.001 par value, of which there are no shares outstanding as of December 28,
2009. Proper corporate proceedings have been taken to validly authorize such
authorized capital stock and all the outstanding shares of such capital stock.
The Shares have been duly authorized, legally issued, fully paid, and are
non-assessable under the corporate laws of the State of Virginia. The
Common Stock underlying the Warrants and the Placement Agent Shares have been
duly authorized, legally issued, upon exercise of the Warrants and placement
agent warrants will be fully paid, and are non-assessable under the corporate
laws of the State of Virginia. Further, the Warrants are binding
obligations under the contract laws of the State of Virginia.
We hereby
consent to the use of the firm’s name, Gersten Savage LLP, and of the reference
to the opinion and of the use of this opinion as an exhibit to the Registration
Statement and as contained in the Registration Statement itself, specifically in
the section captioned “Interests of Named Experts and Counsel.”
In giving
this consent, we do not hereby admit that we come within the category of a
person whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the general rules and regulations thereunder, nor do we admit
that we are experts with respect to any part of the Registration Statement or
the prospectus within the meaning of the term “expert” as defined in Section 11
of the Securities Act of 1933, as amended, or the rules and regulations
promulgated thereunder.
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Very
truly yours,
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/s/ Gersten Savage LLP
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Gersten
Savage LLP
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