Attached files
| file | filename |
|---|---|
| S-1 - ITRACKR SYSTEMS INC | v182046_s1.htm |
| EX-3.3 - ITRACKR SYSTEMS INC | v182046_ex3-3.htm |
 |
350
East Las Olas Boulevard
Las
Olas Centre II, Suite 1150
P.O.
Box 30310
Fort
Lauderdale, FL 33303-0310
954.462.4150
Main
954.462.4260
Fax
954.759.2763
Direct
jmayersohn@ralaw.com
|
April 23,
2010
iTrackr
Systems, Inc.
475 Plaza
Real, Suite 275
Boca
Raton, FL 33432
|
Re:
|
Registration
Statement on Form S-1
|
|
iTrackr
Systems, Inc. (the “Company”)
|
Gentlemen:
This
opinion is submitted pursuant to the applicable rules of the Securities and
Exchange Commission with respect to the registration by the Company of a total
of 19,461,981 shares of common stock (“Common Stock”) to be sold by selling
shareholders identified in the prospectus, including 4,207,500 shares of Common
Stock (“Warrant and Option Shares”) to be issued upon exercise of common stock
warrants (“Warrants”) and options (“Options”).
In connection therewith, we have
examined and relied upon original, certified, conformed, photostat or other
copies of (i) the Articles of Incorporation and Bylaws of the Company; (ii)
resolutions of the Board of Directors of the Company authorizing the offering
and the issuance of the Warrant and Option Shares and related matters; (iii)
resolutions of the Board of Directors of the Company authorizing the issuance of
the Common Stock to the Selling Shareholders and related matters; (iv) the
Registration Statement and the exhibits thereto; and (v) 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. As to the various questions of fact material to this opinion,
we have relied, to the extent we deemed reasonably appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independently checking or verifying the accuracy of such documents, records and
instruments.
We are
members of the Bar of the State of Florida and express no opinion on any law
other than the laws of the State of Florida and applicable Federal Securities
laws.
|
Cleveland
Toledo Akron Columbus Cincinnati Washington, D.C. Tallahassee Orlando
Fort Myers Naples Fort Lauderdale
www.ralaw.com
|
iTrackr Systems,
Inc.
April 23,
2010
Page
2
Based
upon the foregoing, we are of the opinion that (1) the shares of Common Stock
have been duly and validly authorized and are fully paid and non-assessable; and
(2) the Warrant and Option Shares, when issued pursuant to the Registration
Statement and Warrants and Options, shall be legally issued, fully paid and
non-assessable.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and the use of our name under the caption “Legal Matters” in the
prospectus comprising part of the Registration Statement. In giving
such consent, we do not thereby admit that we are included in with the category
of persons whose consent is required under the Act or the rules and regulations
promulgated thereunder.
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Sincerely,
|
|
|
ROETZEL
& ANDRESS, LPA
|
|
|
/s/
Roetzel &
Andress, LPA
|