Attached files
| file | filename |
|---|---|
| S-1 - MAINBODY - Dragon's Lair Holdings, Inc. | mainbody.htm |
| EX-3.2 - EX32 - Dragon's Lair Holdings, Inc. | ex32.htm |
| EX-3.1 - EX31 - Dragon's Lair Holdings, Inc. | ex31.htm |
| EX-4.1 - EX41 - Dragon's Lair Holdings, Inc. | ex41.htm |
| EX-21.1 - EX211 - Dragon's Lair Holdings, Inc. | ex211.htm |
| EX-23.1 - EX231 - Dragon's Lair Holdings, Inc. | ex231.htm |
| EX-10.1 - EX101 - Dragon's Lair Holdings, Inc. | ex101.htm |
| EX-23.2 - EX232 - Dragon's Lair Holdings, Inc. | ex232.htm |
| EX-10.2 - EX102 - Dragon's Lair Holdings, Inc. | ex102.htm |
Law
Offices of Joseph L. Pittera
2214
Torrance Boulevard
Suite
101
Torrance,
California 90501
Telephone
(310) 328-3588
Facsimile
(310) 328-3063
E-mail:
evlam2000@aol.com
June 8,
2010
Bobby
Smith, Jr.
Chief
Executive Officer
Four Star
Holdings, Inc.
100 Four
Star Lane
Odenville,
Alabama 35120
Re:
Opinion of Counsel for Registration Statement on Form S-1 Under the Securities
Act of 1933
(the “Registration Statement”) of Four Star Holdings, Inc., a Florida
corporation.
Dear Mr.
Lucas:
The Law Offices of Joseph L. Pittera ,
(the “Firm”) has acted as special counsel for Four Star Holdings, Inc., a
Florida corporation (the “Company”) for the limited purpose of rendering this
opinion in connection with the registration (pursuant to the Registration
Statement) of 10,000,000 shares (the “Shares”) of the common stock at the price
of $5.00 per share, being offered by the Company.
In our capacity as special counsel to
the Company, we have examined originals, or copies certified or otherwise
identified to my satisfaction, of the following documents:
|
1.
|
Certificate
of Incorporation of the Company, as amended to
date;
|
|
2.
|
Bylaws
of the Company, as amended to date;
|
|
3.
|
The
records of corporate proceedings relating to the issuance of the
Shares;
|
|
4.
|
Such
other instruments and documents, if any, as we believe to be necessary for
the purpose of rendering the following
opinion.
|
In such examinations, we have assumed
the authenticity and completeness of all documents, certificates and records
submitted to us as originals, the conformity to the original instruments of all
documents, certificates and records submitted to us as copies, and the
authenticity and completeness of the originals of such
instruments. As to certain matters of fact relating to this opinion,
we have relied on the accuracy and truthfulness of certificates of officers of
the Company and on certificates of public officials, and have made such
investigations of law as we have believed necessary and relevant.
Joseph L. Pittera, the principal of the
firm is a licensed attorney in the State of California. We do not
express any opinion as to the laws of any other jurisdiction other than the
Corporation Law of the State of Florida, all applicable provisions of the State
of Florida Constitution and all reported judicial decisions interpreting those
laws as well as U.S. federal securities law. No opinion is expressed
herein with respect to the qualification of the Shares under the securities or
blue sky laws of any state or any foreign Jurisdiction. This opinion
is limited to the laws, including the rules and regulations there-under, as in
effect on the date hereof. Based on the following I am of the
following opinion:
|
1.
|
Four
Star Holdings, Inc. (the "Company" or the "Registrant") is a duly and
legally organized and existing Florida Corporation, with its office and
mailing address located at 100 Four Star Lane, Odenville, Alabama
35120. The Articles of Incorporation and corporate registration
fees were submitted to the Florida Secretary of State’s office and filed
with the office on October 4, 2007. The
Company’s
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Page
2
Four Star
Holdings, Inc.
Legal
Opinion
existence
and form is valid and legal and active pursuant to the representation above and
from a review of the corporate filing information at the Florida Secretary of
State’s Office.
|
2.
|
The
Company is a fully and duly incorporated Florida corporate
entity. The Company has one class of stock, a class of common
stock. Neither the Articles of Incorporation, Bylaws, and
amendments thereto, nor subsequent resolutions change the non-assessable
characteristics of the Company’s common shares of stock except that the
number of common shares authorized to be issued was increased to
100,000,000 by way of amendment. The Common Stock previously
issued by the Company is in legal form and in compliance with the laws of
the State of Florida, and when such stock was issued it was fully paid for
and non-assessable. The common stock to be registered under
this Form S-1 Registration Statement is likewise legal under the laws of
the State of Florida.
|
|
3.
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To
our knowledge, the Company is not a party to any legal proceedings nor are
there any judgments against the Company, nor are there any actions or
suits filed or threatened against it or its officers and directors, in
their capacities as such, other than as set forth in the registration
statement. We know of no disputes involving the Company and the
Company has no claim, actions or inquiries from any federal, state or
other government agency, other than as set forth in the registration
statement. We know of no claims against the Company or any
reputed claims against it at this time, other than as set forth in the
registration statement.
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|
4.
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The
Company’s outstanding shares are all common shares. There is no
liquidation preference right held by the present Shareholders upon
voluntary or involuntary liquidation of the
Company.
|
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5.
|
By
directors’ resolution, the Company has authorized the issuance of
10,000,000 shares of common stock for this offering. The
Company’s Amended Articles of Incorporation presently set the authorized
capital stock of the Company at 100,000,000 shares designated as Common
Stock, with a $0.0001 par value.
|
Based upon the foregoing, we are of the
opinion that the shares being offered for sale and issuable by the Company
pursuant to this Registration Statement have been, and will be duly authorized
and validly issued, fully paid and non-assessable when issued as contemplated by
the registration statement.
The Firm does hereby consent to the use
of this opinion as an exhibit to the Registration Statement and to the
references to this firm in the Registration Statement. In giving this
consent, I do not hereby admit that I was acting within the category of persons
whose consent is required under Section 7 of the Securities Act and the rules
and regulations of the Securities and Exchange Commission
there-under.
Sincerely,
/s/ Joseph L. Pittera,
Esq.
Law Offices of Joseph L.
Pittera
By: Joseph L. Pittera