Attached files
| file | filename |
|---|---|
| EX-23.2 - CONSENT OF ACCOUNTING FIRM - GMS Capital Corp. | ex23-2.htm |
| S-1/A - REGISTRATION STATEMENT, A3 - GMS Capital Corp. | gms_s1a3-031510.htm |
Exhibit
5.1
OPINION
AS TO LEGALITY
JILL
ARLENE ROBBINS
525 93
Street
Surfside,
Florida 33154
(305)
531-1174
Facsimile:
(305) 531-1274
Email:
jillarlene@jarepa.com
March 15, 2010
United
States Securities and Exchange Commission
100 F
Street
Washington,
D.C. 20549
Re: GMS
Capital Corp. (the
“Company”)
Ladies
and Gentlemen:
As
counsel for the Company, I have examined the Company’s certificate of
incorporation, by-laws, and such other corporate records, documents and
proceedings and such questions of laws I have deemed relevant for the purpose of
this opinion, including but not limited to, Florida law including the statutory
provisions, all applicable provisions of the Florida Constitution and reported
judicial decisions interpreting those laws. In my examination, I have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, and conformity with the originals of all documents
submitted to me as copies thereof. In addition, I have made such other
examinations of law and fact, as I have deemed relevant in order to form a basis
for the opinion hereinafter expressed.
I
have also, as counsel for the Company, examined the Registration Statement (the
“Registration Statement") of your Company on Form S-1, as amended, covering the
registration under the Securities Act of 1933 of up to 4,000,000 shares (the
“Registered Shares”) of the Company’s common stock (the “Common Stock”) to be
offered by the Company on a minimum/maximum, self-underwritten
basis.
My review
has also included the form of prospectus for the issuance of such securities
(the "Prospectus") filed with the Registration Statement.
On the
basis of such examination, I am of the opinion that:
|
1.
|
The
Company is a corporation duly authorized and validly existing and in good
standing under the laws of the State of Florida, with corporate power to
conduct its business as described in the Registration
Statement.
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1
|
2.
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The
Company has an authorized capitalization of 125,000,000 shares of Common
Stock, $0.001 par value.
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|
3.
|
The
shares of Common Stock currently issued and outstanding are duly and
validly issued as fully paid and non-assessable, pursuant to the corporate
law of the State of Florida.
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4.
|
I
am of the opinion that all of the Registered Shares, once issued, will
be validly issued, fully paid and non-assessable pursuant to
the corporate law of the State of
Florida.
|
This
opinion includes my opinion on Florida law including the Florida Constitution,
all applicable provisions of Florida statutes, and reported judicial decisions
interpreting those laws.
I hereby
consent to the use of my name in the Registration Statement and Prospectus and I
also consent to the filing of this opinion as an exhibit thereto.
Very
truly yours,
/s/ Jill Arlene
Robbins
JILL
ARLENE ROBBINS, ESQUIRE
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