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| S-1/A - NovAccess Global Inc. | v189062_s1a.htm |
EXHIBIT
5.1
Attorney
at Law
7609
Ralston Road
Arvada,
CO 80002
(303)
422-8127
Fax (303)
431-1567
June 24,
2010
Tom
Djokovich, CEO
XsunX,
Inc.
65
Enterprise
Aliso
Viejo, CA 92656
Dear
Tom:
We have
acted as special counsel in connection with the Registration Statement on Form
S-1 (the "Registration Statement") to be filed with the U.S. Securities and
Exchange commission under the Securities Act of 1933 (the "1933 Act") for the
registration of up to 27,500,000 shares of common stock, no par value per share,
of XsunX, Inc. (the "Company"). The Registration Statement relates to the
registration of up to 27,500,000 shares of common stock of the company (the
"Shares") to be offered for sale from time to time by Lincoln Park Capital Fund,
LLC ("LPC" or "Selling Stockholder"), pursuant to the terms of certain common
stock purchase agreement (the "Purchase Agreement") between the Company and
LPC.
You have
requested our opinion as to the matters set forth below in connection with the
Registration Statement. For purposes of rendering this opinion, we have examined
the Registration Statement, the Company's Articles of Incorporation and Bylaws,
and the corporate action of the Company that provides for the issuance of the
Shares, and we have made such other investigation as we have deemed appropriate.
We have examined and relied upon certificates of public officials and officers
of the Company as to certain matters of fact that are material to our opinion.
In rendering our opinion we have assumed the genuineness and authenticity of
signatures on the documents we have examined and the conformity to authentic
original documents of all documents submitted to us as copies thereof. We have
not verified any of these assumptions.
This
opinion is limited to matters of Colorado corporate law, including applicable
provisions of the Colorado Constitution and reported judicial decisions
interpreting those laws.
Tom
Djokovich, CEO
XsunX,
Inc.
June 24,
2010
Page
2
We
express no opinion as to the laws of any other state, the federal law of the
United States, or the effect of any applicable federal or state securities
laws.
Based
upon and subject to the foregoing, it is our opinion that the Shares to be
issued pursuant to the Purchase Agreement are duly authorized for issuance by
the Company and, when issued and paid for as described in the Registration
Statement, will be validly issued, fully paid, and non-assessable and that the
shares previously issued by the Company were duly authorized for issuance,
validly issued, fully paid and non-assessable when issued.
We
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to this firm in the related Prospectus under the
caption "Legal Matters." In giving our consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act or the rules and regulations under such act.
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Sincerely,
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/s/
Michael A. Littman
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Michael
A. Littman
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MAL:jb