Attached files
Exhibit 5.2
LAW
OFFICE OF GARY A. AGRON
5445 DTC
Parkway, Suite 520
Greenwood
Village, Colorado 80111
Telephone:
(303) 770-7254
Facsimile:
(303) 770-7257
E-Mail:
gaa@attglobal.net
December
30, 2009
Free For
All, Inc.
303
Lippincott Drive, Suite 320
Marlton,
New Jersey 08053
Re: Registration
Statement on Form S-1
Ladies
and Gentlemen:
We are
counsel for Free For All, Inc., a Delaware corporation (the “Company”), in
connection with the proposed public offering under the Securities Act of 1933,
as amended, of up to 2,500,000 shares of its $0.001 par value common stock
(“Common Stock”), and 2,500,000 shares of its common stock underlying warrants
to be offered by certain selling stockholders of the Company through a
Registration Statement on Form S-1 (“Registration Statement”) as to which this
opinion is a part, to be filed with the Securities and Exchange Commission (the
“Commission”).
In
connection with rendering our opinion as set forth below, we have reviewed and
examined originals or copies identified to our satisfaction of the
following:
(1)
Certificate of Incorporation and amendments thereto, of the Company as filed
with the Secretary of State of the state of Delaware;
(2)
Corporate minutes containing the written deliberations and resolutions of the
Board of Directors and shareholders of the Company;
(3)
The Registration Statement and the Preliminary Prospectus contained within the
Registration Statement;
(4)
The other exhibits of the Registration Statement; and
(5)
All relevant statutory provisions under Delaware law, all applicable
Delaware Constitutional provisions and all reported judicial decisions
interpreting such statutory and Constitutional provisions.
We have
examined such other documents and records, instruments and certificates of
public officials, officers and representatives of the Company, and have made
such other investigations as we have deemed necessary or appropriate under the
circumstances.
Based
upon the foregoing and in reliance thereon, it is our opinion that the Common
Stock offered under the Registration Statement and the Common Stock to be issued
upon exercise of the warrants, are fully paid, non-assessable and lawfully
issued under Nevada law.
We hereby
consent to the use 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
constituting a part thereof.
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Very
truly yours,
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/s/ Gary A. Agron
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Gary
A. Agron
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