Attached files
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| S-1/A - FORM S-1 AMENDMENT - SONGWAVE INDUSTRIES INC | songwave_s1a-011210.htm |
| EX-23.1 - CONSENT - SONGWAVE INDUSTRIES INC | songware_2301.htm |
EXHIBIT 5.1
Horwitz,
Cron & Jasper
A
Professional Law Corporation
Attorneys
at Law
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4
Venture Plaza, Suite 390
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Irvine,
California 92618
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Telephone
(949) 450-4942
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Facsimile (949)
453-8774
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January
19, 2010
United
States Securities and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Re:
Songwave Industries
Dear Sir
or Madam:
The law
firm of Horwitz, Cron & Jasper, P.L.C (the “Firm”), has acted as special
counsel for Songwave Industries, a Nevada corporation (the "Company"), in
connection with the preparation of the registration statement on Form S1 (the
"Registration Statement"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "Act"),
relating to the offering of up to 65,000 shares of the
Company’s common stock to be sold by selling shareholders (the "Common Stock").
Such shares are to be issued under the Registration Statement, and the related
Prospectus to be filed with the Commission. The details of the offering are
described in the Registration Statement on Form S1.
We have
examined instruments, documents and records, which we have deemed relevant and
necessary for the basis of this opinion hereinafter expressed. We have done so
in light of Nevada Revised Statutes Chapters 78 and 90, all applicable
provisions of the Nevada constitution and reported judicial decisions
interpreting those laws. In such examination, we have assumed the following: (a)
the authenticity of original documents and the genuineness of all signatures;
(b) the conformity to the originals of all documents submitted to us as copies;
and (c) the truth, accuracy and completeness of the information, representations
and warranties contained in the records, documents, instruments and certificates
we have reviewed. The instruments, document and records that we have examined
include, among other items, the following:
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1.
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The
S-1 Registration Statement;
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2.
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The
Articles of Incorporation;
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3.
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Initial
List of Officers, Directors and Resident
Agent;
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4.
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Bylaws.
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To our
knowledge, the Company is not a party to any legal proceedings, there are no
known judgments against the Company, nor are there any actions or suits filed or
threatened against it or has no known claim, actions or inquiries from any
federal, state or other government agency, other than as may be set forth in the
Registration Statement. We are not aware of any claims against the Company or
any reputed claims against it at this time, other than as may be set forth in
the Registration Statement.
The
directors and officers of the Company are indemnified against all costs,
expenses, judgments and liabilities, including attorney's fees, reasonably
incurred by or imposed upon them or any of them in connection with or resulting
from any action, suit or proceedings, in which the officer or director is or may
be made a party by reason of his being or having been such a director or
officer. This indemnification is not exclusive of other rights to which such
director or officer may be entitled as a matter of law.
Based on
our examination of the documents provided to this office, information received
from the Company, analysis of the applicable laws and judicial interpretations
of the State of Nevada, we are of the opinion that the 65,000 shares of Common
Stock to be sold by various selling shareholders are duly authorized and legally
issued, fully paid and non-assessable shares.
We hereby
consent to the filing of this opinion as an exhibit to the above-referenced
Registration Statement and to the use of our name wherever it appears in said
Registration Statement, including the Prospectus constituting a part thereof, as
originally filed or as subsequently amended or supplemented. In giving such
consent, we specifically do not allege to being an "expert" within the meaning
of such term as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued there under, with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
Sincerely,
HORWITZ,
CRON & JASPER, P.L.C
/s/Horwitz,
Cron & Jasper, P.L.C.