Attached files
| file | filename |
|---|---|
| S-1 - VITAMIN BLUE, INC. FORM S-1 FEBRUARY 10, 2010 - VITAMIN BLUE, INC. | vbs1201002.htm |
| EX-3.1 - CERTIFICATE OF INCORPORATION - VITAMIN BLUE, INC. | vbs1201002ex3-1.htm |
| EX-3.2 - BYLAWS - VITAMIN BLUE, INC. | vbs1201002ex3-2.htm |
| EX-23.1 - CONSENT OF HJ ASSOCIATES & CONSULTANTS, LLP, INDEPENDENT PUBLIC ACCOUNTANTS - VITAMIN BLUE, INC. | vbs1201002ex23-1.htm |
| EX-99.1 - FORM OF SUBSCRIPTION AGREEMENT FOR SALES OF OUR COMMON STOCK - VITAMIN BLUE, INC. | vbs1201002ex99-1.htm |
Exhibit 5.1
H.
MELVILLE HICKS, JR.
Attorney
and Counselor at Law
551 FIFTH
AVENUE, SUITE 1625
NEW YORK,
NEW YORK 10176
Tel: (212)
655-5944
Fax: (212)
655-5943
Email: hmhicksjr@yahoo.com
February
9, 2010
Vitamin
Blue, Inc.
1005 West
18th
Street
Costa
Mesa, CA 92627
Re: Registration Statement on
Form S-1
Ladies
and Gentlemen:
I have acted as counsel to Vitamin
Blue, Inc., a Delaware corporation (the “Company”) in connection with the
preparation and filing of a Registration Statement on Form S-1 (the
“Registration Statement”) with respect to the registration under the Securities
Act of 1933, as amended (the “Securities Act”), of an aggregate of approximately
11,525,000 shares of common stock of the Company (the “Shares”).
I have examined originals, or copies
certified or otherwise identified to my satisfaction, of such documents and
corporate and public records as I deem necessary as a basis for the opinion
hereafter expressed. With respect to such examination, I have assumed
the genuineness of all signatures appearing on all documents presented to me as
originals, and the conformity of the originals of all documents presented to me
as conformed or reproduced copies. Where factual matters relevant to
such opinion were not independently established, I have relied upon certificates
of appropriate state and local officials, and upon certificates of executive
officers and responsible employees and agents of the Company.
Based upon and subject to the
foregoing, I am of the opinion that the Shares to the Selling Shareholders were
issued in accordance with the terms and conditions of the Registration Statement
and the terms and conditions of the Certificate of Incorporation of the Company
filed with the Secretary of the State of Delaware, are legally issued, fully
paid and non-assessable.
I hereby consent to the use of this
opinion as Exhibit 5.1 to the Registration Statement and to the use of our name
under the caption “Legal Matters” in the prospectus included in the Registration
Statement. In giving this consent, I do not thereby admit that I am
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations promulgated thereunder.
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Very
truly yours,
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/s/ H.
Melville Hicks, Jr.
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H.
Melville Hicks, Jr.
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Attorney
at Law
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