Attached files
| file | filename |
|---|---|
| S-1/A - Premier Power Renewable Energy, Inc. | v186490_s1a.htm |
| EX-23.3 - Premier Power Renewable Energy, Inc. | v186490_ex23-3.htm |
| EX-23.4 - Premier Power Renewable Energy, Inc. | v186490_ex23-4.htm |
| EX-23.1 - Premier Power Renewable Energy, Inc. | v186490_ex23-1.htm |
| EX-10.40 - Premier Power Renewable Energy, Inc. | v186490_ex10-40.htm |
| EX-10.41 - Premier Power Renewable Energy, Inc. | v186490_ex10-41.htm |
| EX-10.46 - Premier Power Renewable Energy, Inc. | v186490_ex10-46.htm |
EXHIBIT
5.1
RICHARDSON & PATEL LLP
10900
Wilshire Boulevard
Suite
500
Los
Angeles, California 90024
Telephone
(310) 208-1183
Facsimile
(310) 208-1154
___________________,
2010
Premier
Power Renewable Energy, Inc.
4961
Windplay Drive, Suite 100
El Dorado
Hills, CA 95762
|
|
Re:
|
Premier Power Renewable Energy,
Inc.
|
Ladies
and Gentlemen:
We have
acted as counsel to Premier Power Renewable Energy, Inc., a Delaware corporation
(the “Company”), in
connection with the Company’s Registration Statement on Form S-1 (File No.
333-166362), as amended (the “Registration
Statement”), filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the “Securities
Act”).
The
Registration Statement covers the registration of up to ____________ shares
(the “Shares”)
of the Company’s common stock, par value $0.0001 per share.
In
connection with this opinion, we have examined originals or copies of the
Registration Statement, the proceedings of the Board of Directors of the Company
relating to the registration and the issuance of the Shares, the Certificate of
Incorporation and all amendments thereto of the Company, the bylaws of the
Company and all amendments thereto, and such other documents and matters as we
have deemed necessary to render the following opinion.
This
opinion is based entirely on our review of the documents listed in the preceding
paragraph, and we have made no other documentary review or investigation of any
kind whatsoever for purposes of this opinion. In our examination, we have
assumed the genuineness of all signatures, the conformity to the originals of
all documents reviewed by us as copies, the authenticity and completeness of all
original documents reviewed by us in original or copy form, and the legal
competence of each individual executing any document. As to all matters of fact
(including factual conclusions and characterizations and descriptions of
purpose, intention or other state of mind) we have relied entirely upon the
certificates of officers of the Company and have assumed, without independent
inquiry, the accuracy of those certificates.
Subject
to the limitations set forth below, we have made such examination of law as we
have deemed necessary for the purpose of this opinion. This opinion
is limited solely to the federal laws of the United States, the Delaware General
Corporation Law, the applicable provisions of the Delaware
Constitution. Our opinion is based on these laws as in effect on the
date hereof.
Based
upon and subject to the foregoing, we are of the opinion that the Shares, when
issued and sold in accordance with and in the manner described in the
Registration Statement, will be duly authorized, validly issued, fully paid, and
non-assessable.
This
opinion letter is given as of the date hereof, and we express no opinion as to
the effect of subsequent events or changes in law occurring or becoming
effective after the date hereof. We assume no obligation to update this opinion
letter or otherwise advise you with respect to any facts or circumstances or
changes in law that may hereafter occur or come to our attention.
We do not
find it necessary for the purposes of this opinion to cover, and accordingly we
express no opinion as to, the application of the securities or blue sky laws of
the various states as to the issuance and sale of the Shares.
We
consent to the use of this opinion in the registration statement filed with the
Securities and Exchange Commission in connection with the registration of the
Shares and to the reference to our firm under the heading "Legal Matters" in the
registration statement.
Very
truly yours,
RICHARDSON
& PATEL LLP