Attached files
file | filename |
---|---|
S-1 - Luxeyard, Inc. | v189443_s1.htm |
EX-4.1 - Luxeyard, Inc. | v189443_ex4-1.htm |
EX-3.2 - Luxeyard, Inc. | v189443_ex3-2.htm |
EX-3.1 - Luxeyard, Inc. | v189443_ex3-1.htm |
EX-10.1 - Luxeyard, Inc. | v189443_ex10-1.htm |
EX-23.1 - Luxeyard, Inc. | v189443_ex23-1.htm |
July 12,
2010
VIA
ELECTRONIC TRANSMISSION
Top Gear
Inc.
72
Yehudah HaMaccabi Street, Unit 11
Tel Aviv,
61070
Israel
RE: Top Gear Inc.; Form S-1
Registration Statement
Ladies
and Gentlemen:
We refer
to the above-captioned registration statement on Form S-1 ("Registration
Statement") under the Securities Act of 1933, as amended ("Act"), filed by Top
Gear Inc., a Delaware corporation ("Company"), with the Securities and Exchange
Commission. The Registration Statement relates to the offer and sale by the
selling stockholders named therein of up to 1,620,000 shares of common stock,
par value $0.0001 per share (the "Common Stock"), of the Company.
We have
examined the originals, photocopies, certified copies or other evidence of such
records of the Company, certificates of officers of the Company and public
officials, and other documents as we have deemed relevant and necessary as a
basis for the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as certified copies or photocopies and the authenticity of the
originals of such documents.
Based on
our examination mentioned above, we are of the opinion that the Common Stock
outstanding on the date hereof that are being registered for resale by the
selling stockholders of the Company are validly issued, fully paid and
non-assessable.
We hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our firm under "Experts" in the Registration
Statement. In giving the foregoing consent, we do not hereby admit that we are
in the category of persons whose consent is required under Section 7 of the Act,
or the rules and regulations of the Securities and Exchange
Commission.
/s/ SRK
Law Offices