Attached files
| file | filename |
|---|---|
| S-1 - Rainbow Coral Corp. | v197279_s1.htm |
| EX-4.1 - Rainbow Coral Corp. | v197279_ex4-1.htm |
| EX-3.2 - Rainbow Coral Corp. | v197279_ex3-2.htm |
| EX-3.1 - Rainbow Coral Corp. | v197279_ex3-1.htm |
| EX-23.1 - Rainbow Coral Corp. | v197279_ex23-1.htm |
| EX-99.1 - Rainbow Coral Corp. | v197279_ex99-1.htm |
| EX-14.1 - Rainbow Coral Corp. | v197279_ex14-1.htm |
September
23, 2010
Board of
Directors
Rainbow
Coral Corp.
291
LaCosta Rd.
Nokomis,
FL 34275
Re: Rainbow
Coral Corp. Common Stock
Dear
Directors:
You have
requested our opinion as counsel for Rainbow Coral Corp., a Florida corporation
(the “Company”), in connection with the filing of the Company’s Registration
Statement on Form S-1 filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the “Act”), on or about the
date hereof, as to the legality of the 2,500,000 shares (the “Shares”) of the
Company’s common stock being offered by the Company in a direct primary offering
and being registered in the Registration Statement.
We have
made such legal examination and inquiries as we have deemed advisable or
necessary for the purpose of rendering this opinion and have examined originals
or copies of the Registration Statement; the Articles of Incorporation and any
amendments thereto; the Bylaws and any amendments thereto; the Company’s
resolutions of the Board of Directors authorizing the issuance of shares and the
registration described above; and such other corporate documents and matters as
we have deemed necessary to render our opinion. In our examinations,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, photostatic, or conformed copies and the
authenticity of the originals of all such latter documents. In
addition, as to certain matters we have relied upon certificates and advice from
various state authorities and public officials, and we have assumed the accuracy
of the material and the factual matters contained therein.
The
opinions set forth herein are limited to matters governed by the laws of the
State of Florida and the federal laws of the United States, and no opinion is
expressed herein as to the laws of any other jurisdiction.
Based
upon and subject to the foregoing, it is our opinion that the 2,500,000 shares
of common stock being offered by the Company in the Registration Statement, have
been duly authorized and when distributed and sold in the manner referred to in
the Registration Statement, will be legally issued, fully paid and
non-assessable.
We hereby
consent to the discussion in the Registration Statement of this opinion, to the
filing of this opinion as an exhibit to the Registration Statement, and to the
references to our firm under the caption “Interest of Named Experts and Counsel”
in the Registration Statement.
Sincerely,
HARRISON
LAW, P.A.
/s/Diane J.
Harrison
Diane J.
Harrison