Attached files
| file | filename |
|---|---|
| 8-K - SULPHCO INC | v172600_8-k.htm |
| EX-4.2 - SULPHCO INC | v172600_ex4-2.htm |
| EX-4.1 - SULPHCO INC | v172600_ex4-1.htm |
| EX-1.1 - SULPHCO INC | v172600_ex1-1.htm |
| EX-10.1 - SULPHCO INC | v172600_ex10-1.htm |
| EX-99.1 - SULPHCO INC | v172600_ex99-1.htm |
Exhibit
5.1
Reply
to: Reno
January
29, 2010
SulphCo,
Inc.
4333 W.
Sam Houston Pkwy. N.
Suite
190
Houston,
TX 77043
Re: Registration
Statement - Form S-3
Ladies
and Gentlemen:
We have acted as your Nevada counsel in
connection with the filing by SulphCo, Inc., a Nevada corporation (the
“Company”) of Prospectus Supplement No. 2 dated January 26, 2010 (the
“Prospectus Supplement”) to the Prospectus dated April 30, 2008 (the
“Prospectus”) included as part of the Company’s Registration Statement on Form
S-3 (File No. 333-145460) that was declared effective by the Securities and
Exchange Commission on September 4, 2007 (the “Registration Statement”). The
Prospectus Supplement covers the sale of an aggregate of up to
23,823,542 shares of the Company’s common stock, par value $.001,
comprising 11,764,712 shares of the Company’s common stock being issued to the
purchasers, investor warrants to purchase up to 5,882,356 shares of the
Company’s common stock, exercisable for a period of two years, placement agent
warrants to purchase up to 294,118 shares of the Company’s common stock,
exercisable for a period of two years, and investor warrants to purchase up to
5,882,356 shares of the Company common stock, exercisable for a period of five
years (collectively, the “Shares”).
You have requested our opinion as to
the matters set forth below in connection with the Prospectus Supplement and the
Registration Statement. For purposes of rendering that opinion, we
have examined the Prospectus Supplement, the Registration Statement, the
Company’s Articles of Incorporation, as amended, and Bylaws, as amended, and the
corporate action of the Company that provides for the issuance of the Shares,
and we have made such other investigation as we have deemed
appropriate. We have examined and relied upon certificates of public
officials and, as to certain matters of fact that are material to our opinion,
we have also relied upon the representations and warranties of the Company
contained in the Prospectus Supplement, Registration Statement, and in certain
documents referenced in the Prospectus Supplement, the Registration Statement
and on a certificate of an officer of the Company. In rendering our
opinion, we have also made the assumptions that are customary in opinion letters
of this kind. We have not verified any of those
assumptions.
SulphCo,
Inc.
January
29, 2010
Page 2 of
2
Our opinion set forth below is limited
to the laws of the State of Nevada, including reported judicial decisions
interpreting those laws.
Based upon and subject to the
foregoing, it is our opinion that the Shares are duly authorized for issuance by
the Company and, when issued and paid for as described in the Prospectus
Supplement, will be validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the
reference to this firm in the Prospectus Supplement under the caption “Legal
Matters.” In giving our consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 Act, as amended, or the rules and regulations
thereunder.
|
Sincerely,
|
|
|
/s/
McDonald Carano Wilson LLP
|
|
|
McDONALD
CARANO WILSON LLP
|