Attached files
| file | filename |
|---|---|
| S-1/A - Luxeyard, Inc. | v197149_s1a.htm |
| EX-23.1 - Luxeyard, Inc. | v197149_ex23-1.htm |
| EX-10.2 - Luxeyard, Inc. | v197149_ex10-2.htm |
September
21, 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 act as
counsel to the Company and 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
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