Attached files
| file | filename |
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| S-1 - NUGEN HOLDINGS, INC. | v178215_s1.htm |
| EX-4.1 - NUGEN HOLDINGS, INC. | v178215_ex4-1.htm |
| EX-23.1 - NUGEN HOLDINGS, INC. | v178215_ex23-1.htm |
David
Lubin & Associates, PLLC
5 North
Village Avenue, 2nd
Floor
Rockville
Center, NY 11570
Telephone:
(516) 887-8200
Facsimile:
516-887-8250
david@dlubinassociates.com
March
25, 2010
NuGen
Holdings, Inc
44645
Guilford Drive, Suite 201
Ashburn,
VA 20147
Attention:
Alan Pritzker
Re: Registration Statement on
Form S-1 (the "Registration Statement")
Gentlemen:
We have
acted as counsel to NuGen Holdings, Inc. (the "Company") in connection with its
filing with the Securities and Exchange Commission of a Registration Statement
on Form S-1 (the “Registration Statement”), pursuant to the Securities Act of
1933, as amended (the “Act”). The Registration Statement relates to the proposed
resale of up to 25,351,513
shares of common stock held
by selling security holders (the “Shares”).
In
connection therewith, we have examined and relied upon original, certified,
conformed, photostat or other copies of (a) the Certificate of Incorporation and
Bylaws of the Company; (b) resolutions of the Board of Directors of the Company;
(c) the Registration Statement and the exhibits thereto; and (d) such corporate
records of the Company, certificates of public officials, certificates of
officers of the Company and other documents, agreements and instruments as we
have deemed necessary as a basis for the opinions 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 the statements made or included therein by the
Company, and we express no opinion thereon.
Based on our examination mentioned
above, we are of the opinion that the currently issued and outstanding Shares
are legally and validly issued, fully paid and non-assessable.
We are
attorneys admitted to practice in New York. We are familiar with the applicable
provisions of the Delaware General Corporation Law, the applicable provisions of
the Delaware Constitution and reported judicial decisions interpreting these
laws, and we have made such inquiries with respect thereto as we consider
necessary to render this opinion with respect to a Delaware corporation. This
opinion letter is opining upon and is limited to the current federal securities
laws of the United States and Delaware law, including the statutory provisions,
all applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting those laws, as such laws presently exist and to the facts
as they presently exist. We express no opinion with respect to the effect or
applicability of the laws of any other jurisdiction.
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 Act or the
rules and regulations promulgated thereunder.
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Sincerely,
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/s/
David Lubin & Associates, PLLC
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DAVID
LUBIN & ASSOCIATES, PLLC
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