Attached files
| file | filename |
|---|---|
| S-1 - TURNPOINT - S-1 - Turnpoint Global, Inc. | turnpoint_s1.htm |
| EX-3.B - TURNPOINT - BYLAWS - Turnpoint Global, Inc. | turnpoint_bylaws.htm |
| EX-3.A - TURNPOINT - ARTICLES OF INCORPORATION - Turnpoint Global, Inc. | turnpoint_articles.htm |
| EX-5 - TURNPOINT - LEGAL OPINION - Turnpoint Global, Inc. | turnpoint_legalopinion.htm |
| EX-99.B - TURNPOINT - SUBSCRIPTION AGREEMENT - Turnpoint Global, Inc. | turnpoint_subagreement.htm |
| EX-15.1 - TURNPOINT - AUDITOR CONSENT - Turnpoint Global, Inc. | turnpoint_auditorconsent.htm |
| EX-23.B - TURNPOINT - AUDITOR CONSENT - Turnpoint Global, Inc. | turnpoint_auditorconsent2.htm |
| EX-99.A - TURNPOINT - ESCROW AGREEMENT - Turnpoint Global, Inc. | turnpoint_escrowagreement.htm |
Exhibit
5 and 23a
Law
Office
of
Randall
V. Brumbaugh
June 8,
2010
|
United
States Securities and Exchange Commission
|
|
450
Fifth Street, N.W.
|
|
Washington,
D.C. 20549
|
Re:
Turnpoint Global, Inc.
Dear Sir
or Madam:
I have
acted as special counsel for Turnpoint Global, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of the registration statement on
Form S-1 (the "Registration Statement"), to be filed on or about June 9, 2010,
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), relating to the offering a
minimum of 500,000 and a maximum of 1,500,000 shares of the Company's
common stock (the "Common Stock"). Such shares are to be issued under the
Registration Statement, and the related Prospectus to be filed with the
Commission. The details of the offering are described in the Registration
Statement on Form S-1, and any amendments to be made thereto.
We have
examined such records and documents and made such examination of laws as we have
deemed relevant in connection with this opinion. In such examination, I have
assumed the following: (a) the authenticity of original documents and the
genuineness of all signatures; (b) the conformity to the originals of all
documents submitted to me as copies; and (c) the truth, accuracy and
completeness of the information, representations and warranties contained in the
records, documents, instruments and certificates I have reviewed.
The
instruments, document and records I have examined include, among other items,
the following: (1) The registration Statement; (2) The Articles of Incorporation
of the Company, as amended to date; (3) The Bylaws of the Company, as amended to
date; and (4) The Subscription Agreement. We express no opinion with regard to
the applicability or effect of the law of any jurisdiction other than, as in
effect on the date of this letter, (a) the internal laws of the State of
Delaware (based solely upon our review of a standard compilation thereof); and
(b) the federal laws of the United States.
In
addition to such examination, I have obtained and relied upon, with your
consent, such other certificates and assurances from public officials as I
consider necessary for the purposes of this opinion. I have relied upon
representations by the officers of the
Company
with respect to certain factual matters bearing on the opinion expressed herein.
I have not independently investigated any of such factual matters.
SEC/Turnpoint
6/8/10
Page
Two
Based on
my examination and the applicable laws and judicial interpretations of the State
of Delaware, I am of the opinion that the common stock to be sold by the Company
are duly authorized Shares of common stock, which will be legally issued, fully
paid and non-assessable.
I hereby
consent to the filing of this opinion as an exhibit to the above-referenced
Registration Statement and to the use of my name wherever it appears in said
Registration Statement, including the Prospectus constituting a part thereof, as
originally filed or as subsequently amended or supplemented. In giving
such consent, I do not consider that I am an "expert" within the meaning of such
term as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
Very
truly yours,
/Signed/
R.V. Brumbaugh
Randall
V. Brumbaugh
417 W.
Foothill Blvd, Suite B-175, Glendora, CA 91741
Voice and
Fax (626)
335-7750