Attached files
| file | filename |
|---|---|
| EX-23.5 - FLORHAM CONSULTING CORP | v197975_ex23-5.htm |
| S-1/A - FLORHAM CONSULTING CORP | v197975_s1a.htm |
| EX-23.2 - FLORHAM CONSULTING CORP | v197975_ex23-2.htm |
| EX-23.3 - FLORHAM CONSULTING CORP | v197975_ex23-3.htm |
| EX-23.6 - FLORHAM CONSULTING CORP | v197975_ex23-6.htm |
| EX-23.4 - FLORHAM CONSULTING CORP | v197975_ex23-4.htm |
Exhibit
5.1
October
1, 2010
Florham
Consulting Corp.
845 Third
Avenue, 6th Floor
New York,
NY 10022
Ladies
and Gentlemen:
Registration Statement No.
333-164871
We have
acted as counsel to Florham Consulting Corp., a Delaware corporation, (the
“Company”) in connection with the filing with the Securities and Exchange
Commission (the “Commission”) on October 1, 2010 of an Amendment No. 3 to Form
S-1, Registration Statement No. 333-164871, (as amended by such Amendment No. 3,
the “Registration Statement”), which relates to the registration of 1,078,234
shares of the common stock of the Company (collectively the “Common
Stock”).
This
letter is being furnished at your request and in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under Securities Act of
1933, as amended, (the “Act”).
The
opinions set forth in this letter are subject to the following
qualifications:
In giving
the opinions set forth in this letter, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (a) the
Registration Statement, (b) the Certificate of Incorporation and the By-Laws of
the Company, (c) such evidence of incumbency of directors and officers of
the Company as we have deemed appropriate, (d) such evidence of the
corporate proceedings of the Company as we have deemed appropriate,
(e) such certificates of officers of the Company as we have deemed
appropriate, (f) such certificates of public officials as we have deemed
appropriate and (g) such agreements and instruments as we have deemed
appropriate.
We have
assumed without any inquiry or other investigation (a) the legal capacity
of each natural person, (b) the genuineness of signatures, the authenticity
of any document submitted to us as an original, the conformity to the original
of any document submitted to us as a copy and the authenticity of the original
of any document submitted to us as a copy and (c) the accuracy on the date
of this letter as well as on the date made of each statement as to any factual
matter made in any document submitted to us.
We do not
express any opinion concerning any law other than the General Corporation Law of
the State of Delaware, the provisions of the Constitution of the State of
Delaware relating to corporations and reported judicial decisions addressing the
General Corporation Law of the State of Delaware and such provisions of the
Constitution of the State of Delaware (collectively the “General Corporation Law
of the State of Delaware”).
Any
opinion set forth in this letter deals only with the specific legal issue or
issues it explicitly addresses and does not address any other matter (including,
but not limited to, except as expressly set forth in such opinion, any matter
concerning the contents of the Registration Statement).
This
letter is given without regard to any change after the date of this letter with
respect to any factual or legal matter, and we disclaim any obligation to notify
you of any such change or any effect of any such change on any opinion set forth
in this letter.
Subject
to the qualifications set forth in this letter, it is our opinion that under the
General Corporation Law of the State of Delaware and the Certificate of
Incorporation and the By-Laws of the Company the Common Stock has been duly
authorized for issuance by the Company and is legally issued, fully paid and
nonassessable.
We
consent to the use of this letter as an exhibit to the Registration Statement
and to the references to us under the heading “Legal Matters” in the Prospectus
that is part of the Registration Statement. In giving such consent,
we do not 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 Commission
thereunder.
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Very
truly yours,
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HODGSON
RUSS LLP
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By:
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/s/
Stephen A. Weiss
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Stephen
A. Weiss
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