Attached files
| file | filename |
|---|---|
| S-1/A - KEYSER FORM S-1/A - Good Hemp, Inc. | forms1a.htm |
| EX-23.1 - EXHIBIT 23.1 - Good Hemp, Inc. | ex231.htm |
| EX-23.2 - EXHIBIT 23.2 - Good Hemp, Inc. | ex232.htm |
EXHIBIT
5.1
January 19, 2010
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Keyser Resources
Inc.
Form S-1 Registration Statement
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form S-1
(the “Registration Statement”) under the Securities Act of 1933, as amended (the
“Act”), filed by Keyser Resources Inc., a Nevada corporation (the “Company”),
with the Securities and Exchange Commission in connection with the registration
of up to 2,765,000 shares of the Company's common stock.
We have examined the originals, photocopies, certified copies or
other evidence of such records of the Company, certificates of officers of the
Company and public officials, and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as certified copies or photocopies and the
authenticity of the originals of such latter documents.
Based on our examination mentioned above, we are of the opinion that
the securities being sold pursuant to the Registration Statement are duly
authorized, legally and validly issued and outstanding, fully paid and
non-assessable under the laws of the State of Nevada, including statutory
provisions, all applicable provisions under the Nevada state constitution, and
reported judicial decisions interpreting those laws.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement and to the reference to our firm under “Legal
Matters” in the related Prospectus. In giving the foregoing consent,
we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act, or the rules and regulations of the
Securities and Exchange Commission.
Very truly yours,
/s/ Sichenzia Ross Friedman Ference LLP
Sichenzia Ross
Friedman Ference LL
P
61 Broadway,
New York, New York 10006