Attached files
| file | filename |
|---|---|
| S-1/A - ZCO LIQUIDATING Corp | v189773_s1a.htm |
| EX-23.1 - ZCO LIQUIDATING Corp | v189773_ex23-1.htm |
| EX-23.2 - ZCO LIQUIDATING Corp | v189773_ex23-2.htm |
Exhibit
5.1
July 2,
2010
OCZ
Technology Group, Inc.
6373 San
Ignacio Avenue
San Jose,
CA 95119
Re: Registration
Statement on Form S-1
Ladies
and Gentlemen:
You have
requested our opinion with respect to certain matters in connection with the
filing by OCZ Technology Group, Inc., a Delaware corporation (“OCZ”), of a Registration
Statement on Form S-1 (as amended and supplemented from time to time, the
“Registration
Statement”) with the Securities and Exchange Commission, including a
related prospectus filed with the Registration Statement (the “Prospectus”), in connection
with the registration for sale of an aggregate of up to 8,154,746 shares (the
“Common Shares”) issued
or issuable to the selling stockholders, including 2,910,641 shares that are
issuable upon the exercise of outstanding warrants (the “Warrant Shares,” and together with the
Common Shares, the “Shares”) of OCZ’s common
stock, $0.0025 par
value.
This
opinion is being furnished in accordance with the requirements of Item 16(a) of
Form S-1 and Item 601(b)(5)(i) of Regulation S-K.
In
connection with this opinion, we have reviewed and relied upon the Registration
Statement and Prospectus, OCZ’s charter documents, as amended and restated to
date, records of OCZ’s corporate proceedings in connection with the offering,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. With respect to the foregoing
documents, we have assumed the authenticity of all records, documents, and
instruments submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
records, documents, and instruments submitted to us as copies. We have also
obtained from officers of OCZ certificates as to certain factual matters and,
insofar as this opinion is based on matters of fact, we have relied on such
certificates without independent investigation.
Based on
such review and as of the date hereof, we are of the opinion that (i) the Common
Shares being registered pursuant to the Registration Statement have been,
and (ii) the Warrant Shares if and when issued by OCZ upon
the exercise of such warrants in accordance with their respective terms, will
be, duly authorized, validly issued, fully paid, and
non-assessable.
We
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to this firm under the caption “Legal Matters” in
the Prospectus that is part of the Registration Statement. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as
amended, the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, or Item 509 of Regulation S-K.
This
opinion is given to you solely for use in connection with the issuance and/or
sale of the Shares in accordance with the Registration Statement and the related
Prospectus and is not to be relied on for any other purpose. Our
opinion is expressly limited to the matters set forth above while the
Registration Statement is in effect, and we render no opinion, whether by
implication or otherwise, as to any other matters relating to OCZ, the Shares,
or the Registration Statement.
Very
truly yours,
/s/ DLA
Piper LLP (US)
DLA Piper
LLP (US)