Attached files
February 19, 2010
Dynamic
Hydrocarbons Ltd.
7001
Winterberry Drive
Austin,
TX 78750
Gentlemen:
We have
acted as counsel for Dynamic Hydrocarbons Ltd., a Nevada corporation, (the
"Company") in connection with its filing of a Registration Statement on Form S-1
(File No. 333-______) (the "Registration Statement") covering an aggregate of
10,000,000 shares of
the Company's common stock, $0.001 par value (the "Shares"), to be sold to the
public by the Company on a best efforts basis without the use of any
underwriters.
In
connection with this matter, we have examined the originals or copies certified
or otherwise identified to our satisfaction of the following: (a) Certificate of
Incorporation of the Company; (b) By-laws of the Company; and (c) the
Registration Statement and all exhibits thereto.
In
addition to the foregoing, we also have relied as to matters of fact upon the
representations made by the Company and their representatives. In
addition, we have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, and the conformity to original
documents of all documents submitted to us certified or photo static
copies.
Based
upon and in reliance upon the foregoing, and after examination of such corporate
and other records, certificates and other documents and such matters of law as
we have deemed applicable or relevant to this opinion, it is our opinion that
the Company has been duly incorporated under the laws of the State of Nevada,
the jurisdiction of its incorporation and has full corporate power and authority
to own its properties and conduct its business as described in the Registration
Statement. The Shares have been duly authorized for issuance and
sale.
The
authorized capital stock of the Company consists of 75,000,000 shares of common
stock, $0.001 par value, of which there are 12,500,000 shares
outstanding. Proper corporate proceedings have been taken to validly
authorize such authorized capital stock and all the outstanding shares of such
capital stock. The shares have been duly authorized, legally issued, fully paid,
and non-assessable under the corporate laws of the State of Nevada.
We hereby
consent to the use of firm's name, Gersten Savage LLP, and of the reference to
the opinion and of the use of this opinion as an exhibit to the Registration
Statement and as contained in the Registration Statement itself, specifically in
the section captioned "Legal Representation."
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In giving
this consent, we do not hereby admit that we come within the category of a
person whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the general rules and regulations thereunder, nor do we admit
that we are experts with respect to any part of the Registration Statement or
the prospectus within the meaning of the term "expert" as defined in Section 11
of the Securities Act of 1933, as amended, or the rules and regulations
promulgated thereunder.
Very
truly yours,
/s/ Gersten Savage
LLP
Gersten
Savage LLP
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