Attached files
Exhibit
5.1 and 23.2
Opinion
of counsel
SCHNEIDER
WEINBERGER & BEILLY LLP
Attorneys-at-Law
2200
CORPORATE BOULEVARD, N.W., SUITE 210
Boca
Raton, Florida 33431-7307
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Telephone
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James
M. Schneider, P.A.
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(561)
362-9595
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Steven
I. Weinberger, P.A.
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Facsimile
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Roxanne
K. Beilly, P.A.
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(561)
362-9612
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February February __,
2010
Patio
Bahia, Inc.
400 S.
Pointe Drive, Suite 1704
Miami
Beach, Florida 33139
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Re:
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Registration
Statement on Form S-1 (the “Registration
Statement”)
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Patio Bahia, Inc. (the
“Company”)
Dear Sir
or Madam:
This
opinion is submitted pursuant to the applicable rules of the Securities and
Exchange Commission with respect to the registration pursuant to the Company’s
Registration Statement on Form S-1 of 285,000 shares of common stock (the
“Registerable Shares”) as described in the Registration Statement.
In
connection therewith, we have examined and relied upon original, certified,
conformed, photostat or other copies of (a) the Articles of Incorporation and
Bylaws of the Company; (b) resolutions of the Board of Directors of the Company
authorizing the issuance of the Registerable Shares; (c) the Registration
Statement and the exhibits thereto; and (d) such other matters of law as we have
deemed necessary for the expression of the opinion herein
contained. In all such examinations, we have assumed the genuineness
of all signatures on original documents, and the conformity to originals or
certified documents of all copies submitted to us as conformed, photostat or
other copies. In passing upon certain corporate records and documents
of the Company, we have necessarily assumed the correctness and completeness of
all factual statements made or included therein by the Company, and we express
no opinion thereon. As to the various questions of fact material to this
opinion, we have relied, to the extent we deemed reasonably appropriate, upon
representations of officers or directors of the Company.
Based
upon and subject to the foregoing, we are of the opinion that the Registerable
Shares are validly issued, fully paid and non-assessable.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the prospectus forming a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations promulgated thereunder.
Sincerely,
SCHNEIDER
WEINBERGER & BEILLY LLP
/s/ Schneider Weinberger & Beilly
LLP