Attached files
file | filename |
---|---|
S-1 - ARTISON - S-1 - Artison Investments, Ltd. | artison_s-1.htm |
EX-3.B - ARTISON - BYLAWS - Artison Investments, Ltd. | artison_bylaws.htm |
EX-3.A - ARTISON - ARTICLES OF INCORPORATION - Artison Investments, Ltd. | artison_articles.htm |
EX-99.B - ARTISON - S-1 - SUBSCRIPTION AGREEMENT - Artison Investments, Ltd. | artison_subagreement.htm |
EX-14 - ARTISON - CODE OF ETHICS - Artison Investments, Ltd. | artison_codeofethics.htm |
EX-23.B - ARTISON - S-1 - AUDITOR CONSENT - Artison Investments, Ltd. | artison_auditorconsent.htm |
EX-99.A - ARTISON - S-1 - ESCROW AGREEMENT - Artison Investments, Ltd. | artison_escrowagreement.htm |
EX-15.1 - ARTISON - S-1 - AUDITOR CONSENT - Artison Investments, Ltd. | artisoon_auditorconsent.htm |
EX-5.A - ARTISON - S-1 - ATTORNEY OPINION - Artison Investments, Ltd. | artison_attorneyopinion.htm |
Law
Office
of
Randall
V. Brumbaugh
August
31, 2010
United
States Securities and Exchange Commission
100 F
Street N. E.
Washington,
D.C. 20549
Re: Artison Investments, Ltd. –
Registration on Form S-1
Dear Sir
or Madam,
My firm
has been retained as special counsel to Artison Investments, Ltd., a Nevada
corporation (hereinafter the “Company”), in connection with the Registration
Statement on Form S-1 (the “Registration Statement”) to be filed by the Company
on or after August 31, 2010 with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the
“Act”).
This
opinion relates to 1,500,000 shares of common stock of the Company to be offered
by the Company. Collectively these securities are referred to herein as the
“Shares”.
In
connection with this opinion, and as special counsel, I have examined and relied
upon originals or copies of the documents (the “Documents”) including without
limitation:
1. The
Registration Statement;
2. Articles
of Incorporation of the Company;
3. Bylaws
of the Company; and
4. Resolutions
of the Board of Directors of the Company.
For the
purposes of rendering this opinion, I have examined originals or certified
photostatic copies of such other corporate records, agreements, instruments and
other documents of the Company as I have deemed relevant and necessary as a
basis for the opinion hereinafter set forth. In all such examinations, I have
assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of original and certified documents, the due
authority of the parties signing such documents, and the conformity to original
or certified documents of all copies submitted to us as conformed or
reproduction copies.
In making
our examination of documents executed or to be executed by parties other than
the Company, I have assumed that such parties had or will have the authority,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by
all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and the validity and binding effect thereof. As to
questions of fact relevant to the opinions expressed herein, I have relied
without investigation upon, and assumed the accuracy of, certificates and oral
or written statements and other information of or from representatives of the
Company and others.
Based on
the foregoing, and subject to applicable securities laws, when (i) the
Registration Statement and any required post-effective amendment thereto have
become effective under the Act; (ii) the securities are issued, sold and
paid for in the manner described in the Registration Statement and in the
Prospectus; and (iii) for certificated Shares, the Shares have been duly
executed by the Company, duly countersigned by an authorized signatory of the
registrar for the Shares, and duly delivered to the purchasers thereof, it is
our opinion that (a) the issuance and sale of the Shares will have been
duly authorized; and (b) the Shares will be validly issued, fully paid and
non-assessable.
I assume
no obligation to supplement this letter if any applicable laws change after the
date of this letter with possible retroactive effect, or if any facts or events
occur or come to our attention after the date of this letter that might change
any of the opinions expressed above. I consent to the filing of this legal
opinion as an exhibit to the Registration Statement, and I further consent to
the use of our name under the headings “Legal Matters” in the prospectus that
forms a part of the Registration Statement and “Legal Matters” in any prospectus
supplement that will form a part of the Registration Statement. In giving such
consent, I do not hereby concede that I am within the category of persons whose
consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the SEC thereunder. This opinion is furnished by me, as special
counsel to the Company, in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act and, except as provided in this
paragraph, is not to be used, circulated or quoted for any other
purpose.
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, 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,
/s/ R. V.
Brumbaugh
Randall
V. Brumbaugh