Attached files
| file | filename |
|---|---|
| S-1/A - MANTHEY REDMOND Corp | v196011_s-1a.htm |
September
3, 2010
Board of
Directors
Manthey
Redmond Corporation
10940
Wilshire Boulevard, Suite 1600
Los
Angeles, California 90024
|
|
Re:
|
Manthey
Redmond Corporation
|
Registration
Statement on Form S-1
File No.
333-161600
Gentlemen:
We act as
counsel for Manthey Redmond Corporation, a Delaware corporation (the "Company"),
in connection with the preparation and filing by the Company of registration
statement on Form S-1 under the Securities Act of 1933, as amended, relating to
the offer and sale of up 3,729,200 shares of Common Stock offered by the holders
thereof.
We have
examined the Certificate of Incorporation and the By-Laws of the Company, the
relevant provisions of the Delaware General Corporation Law, the relevant
records of the State of Delaware and have made inquiries of the principals of
the Company. As to various questions of fact material to such
opinion, where relevant facts were not independently established, we have relied
upon statements of officers of the Company or representations contained in the
Registraton Statement. We have assumed, without independent
investigation or review, the accuracy and completeness of the facts and
representations and warranties contained in the documents referenced above or
otherwise made known to us.
Based
upon and relying solely upon the foregoing, we advise you that in our opinion
that the shares offered and sold by the shareholders holding such shares have
been duly authorized and validly issued, fully paid and
non-assessable.
We assume
no obligation to supplement this opinion if any applicable law changes after the
date hereof or if we become aware of any fact that might change the opinion
expressed herein after the date hereof. This opinion is issued to you
solely for use in connection with the Registration
Statement.
|
Cassidy
& Associates letter
|
Page Number
2
|
This
opinion letter is limited to the application of the laws of the State of
Delaware and the federal laws of the United States, and we express no opinion as
to the laws of any other jurisdictions. Our opinions and statements
expressed herein are limited to those matters expressly set forth herein, and no
opinion may be implied or inferred beyond the matters expressly stated
herein.
By this
letter, we consent to the inclusion of our name in the registration statement
filed on Form S-1 referenced above.
Sincerely,
Cassidy
& Associates