Attached files
| file | filename |
|---|---|
| S-1/A - ACTIVE HEALTH FOODS - S-1/A #3 - 8-26-10 - Active Health Foods, Inc. | ahf_s-1a3.htm |
| EX-14.1 - ACTIVE HEALTH FOODS - CORPORATE CODE OF CONDUCT AND ETHICS - Active Health Foods, Inc. | ahf_ethics.htm |
| EX-3.3 - ACTIVE HEALTH FOODS - BYLAWS - Active Health Foods, Inc. | ahf_bylaws.htm |
| EX-3.1 - ACTIVE HEALTH FOODS - CHARTER AND ARTICLES OF INCORPORATION - Active Health Foods, Inc. | ahf_articles.htm |
| EX-23.1 - ACTIVE HEALTH FOODS - CONSENT OF ATTORNEY - Active Health Foods, Inc. | ahf_consentofatty.htm |
| EX-3.2 - ACTIVE HEALTH FOODS - AMENDED ARTICLES OF INCORPORATION - Active Health Foods, Inc. | ahf_amendedarticles.htm |
| EX-23.2 - ACTIVE HEALTH FOODS - CONSENT OF AUDITORS - Active Health Foods, Inc. | ahf_consentofauditors.htm |
| EX-99.2 - ACTIVE HEALTH FOODS - TRADEMARK REGISTRATION - Active Health Foods, Inc. | ahf_trademarkregistration.htm |
| EX-99.1 - ACTIVE HEALTH FOODS - SUBSCRIPTION AGREEMENT - Active Health Foods, Inc. | ahf_subscriptionagreement.htm |
Beltran,
Beltran, Smith, Oppel and MacKenzie, LLP
A Limited
Liability Partnership
Attorneys
at Law
8350
Wilshire Boulevard, Suite 200
Beverly
Hills, California 90211-2348
Joseph
D.
MacKenzie Telephone: (310)
272-7747
Facsimile:
(323) 933-3999
email: jdmacklaw@earthlink.net
August
26, 2010
United
States Securities and Exchange Commission
450 Fifth
Street, N.W.
Washington,
D.C. 20549
Re: Active Health Foods,
Inc.
Dear Sir
or Madam:
I have acted as special counsel for
Active Health Foods, Inc., a California corporation ("Company"),
in connection with the preparation of the registration statement on Form S-1
(the "Registration Statement"), originally filed on or about the date of this
correspondence, with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the
offering of up to three million (3,000,000) shares of the Company's common stock
("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 amendments to be made
thereto.
I have examined instruments, documents
and records which I deemed relevant and necessary
for the basis of my opinion hereinafter expressed. I have done so in
light of California Codes, applicable provisions of the California Constitution
and relevant published appellate decisions. In such examination, I
have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures thereon; (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, inter alia,
the following:
1. The Registration
Statement;
2. The original Articles of
Incorporation of the Company;
3. The Amendment to the Articles of
Incorporation of the Company;
4. The Bylaws of the Company, with no
amendments to date; and,
5. The Subscription
Agreement
In addition to such examination, I have
obtained and relied upon such other certificates and
assurances from public officials and public information as I consider necessary
for the purposes of this opinion. I have relied upon assertions by
representatives of the Company with respect to certain factual matters bearing
upon the opinion expressed herein. I have not independently
investigated any such purported factual matters.
United
States Securities and Exchange Commission
August
26, 2010
Page 2 of
2
To my knowledge, the Company is not a
party to any legal proceeding, there are no known
judgments against the Company and there no known actions or suits filed or
threatened against the Company or its officers and directors in their capacities
as such. I am not aware of any disputes involving the Company, and
the Company asserts it has no known claim, action, or inquiry from any federal,
state, or other government agency. I know of no claims or reputed
claims against the Company at this time.
The directors and officers of the
Company are indemnified against all costs, expenses, judgments
and liabilities, including attorney's fees, reasonably incurred by or imposed
upon them or any of them in connection with or resulting from any action, suit
or proceedings, in which an officer or director is or may be made a party by
reason of his or her being or having been such a director or
officer. This indemnification is not exclusive of other rights to
which any such director or officer may be entitled as a matter of
law.
Based on my examination and the
applicable laws and reported judicial interpretations of the State
of California, I am of the opinion that three million (3,000,000) shares of
common stock to be offered and sold in accordance with the offering are duly
authorized shares of common stock which were legally issued and will be fully
paid and non-assessable.
These securities will not be issued
under a plan that is subject to the requirements of ERISA.
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 am not asserting, nor do I claim or allege, 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,
BELTRAN,
BELTRAN, SMITH, OPPEL & MACKENZIE, LLP
/s/ Joseph
D. MacKenzie
By: JOSEPH
D. MACKENZIE
JDM/js