Attached files
EXHIBIT 5
DIANE D. DALMY
ATTORNEY AT LAW
8965 W. CORNELL PLACE
LAKEWOOD, COLORADO 80227
303.985.9324 (TELEPHONE)
303.988.6954 (FACSIMILE)
January 25, 2010
Ms. Margaret Wessels
President/Chief Executive Officer
FitwayVitamins, Inc.
112 North Curry Street
Carson City, Nevada 89703
Re: FitwayVitamins, Inc.
Registration Statement on Form S-1
Ladies and Gentlemen:
I have acted as counsel for FitwayVitamins, Inc., a Nevada corporation (the
"Company") in connection with the preparation of a registration statement on
Form S-1 (the "Registration Statement"), filed with the Securities and Exchange
Commission on January 25, 2010 pursuant to the Securities Act of 1933, as
amended (the "1933 Securities Act"). The Registration Statements relates to the
proposed public offering of up to 4,000,000 shares of the Company's common stock
(the "Common Stock").
In connection with this opinion, I have made such investigations and examined
such records, including: (i) the Registration Statement; (ii) the Company's
Articles of Incorporation, as amended; (iii) such corporate minutes as I deemed
necessary to the performance of my services and to give this opinion; and (iv)
such other instruments, documents and records as I have deemed relevant and
necessary to examine for the purpose of this opinion. I have also examined and
am familiar with the originals or copies, certified or otherwise identified to
my satisfaction, of such other documents, corporate records and other
instruments as I have deemed necessary for the preparation of this opinion. In
expressing this opinion I have relied, as to any questions of fact upon which my
opinion is predicated, upon representations and certificates of the officers of
the Company. I am not qualified to practice law in any jurisdiction other than
the State of Nevada.
FitwayVitamins, Inc.
Page Two
January 25, 2010
In giving this opinion I have assumed: (i) the genuineness of all signatures and
the authenticity and completeness of all documents submitted to me as originals;
and (ii) the conformity to originals and the authenticity of all documents
supplied to me as certified, photocopied, conformed or facsimile copies and the
authenticity and completeness of the originals of any such documents. In giving
this opinion, I have relied upon certificates of incumbency and certificates of
officers of the Company, respectively.
I am providing this opinion to you in accordance with Item 601(b)(5) of
Regulation S-B promulgated under the 1933 Securities Act for filing as Exhibit
5.1 to the Registration Statement. The opinions herein are limited to the
Federal laws of the United States of American and the corporate law of the State
of Nevada. I do no express any opinion concerning any law of any other
jurisdiction or the local laws of any jurisdiction.
Based upon the foregoing, I am of the opinion that the shares of Common Stock to
be offered and sold by the Company to the public, when issued and sold in the
manner described in the Registration Statement, will be validly issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name in the Prospectus constituting a part
thereof in connection with the matters referred to under the caption "Legal
Matters".
Sincerely,
/s/ DIANE D. DALMY
__________________
Diane D. Dalmy