Attached files
| file | filename |
|---|---|
| S-1 - ACCELERATED ACQUISITIONS III INC | v198567_s1.htm |
| EX-23.2 - ACCELERATED ACQUISITIONS III INC | v198567_ex23-2.htm |
EXHIBIT
5.1
(Incorporating
Exhibit 23.1)
ROBERT
L. B. DIENER
Attorney
at Law
56
Laenani Street
Haiku, HI
96708
(310)
396-1691 Fax: (310) 362-8887
rob@rdienerlaw.com
October 13, 2010
CLS
Capital Group, Inc.
6800 W.
Central Avenue
Suite
E-1
Toledo,
OH 43617
Re:
Securities Being
Registered under Registration Statement on Form S-1
Ladies
and Gentlemen:
We have
acted as counsel for CLS Capital Group, Inc., a Delaware corporation (the “Company”) in connection with
the Company’s filing of a Registration Statement on Form S-1 (the “Registration Statement”)
relating to the registration under the Securities Act of 1933, as amended (the
“Act”), of up to
5,000,000 shares of common stock $0.0001 par value per share by the Company and
the resale by the selling shareholders named therein (the “Selling Shareholders”) of an
aggregate of 184,850 shares of common stock, par value $0.0001 per share (the
“Common
Stock”).
In
connection with rendering this opinion, we have reviewed the following: (i) the
Company's articles of incorporation, as amended to date; (ii) the Company’s
bylaws in effect on the date hereof and (iii) certain resolutions of the
Company’s Board of Directors pertaining to the issuance by the Company of the
Common Stock.
We have
reviewed such additional documents and made such examination of law as we have
deemed appropriate to give the opinions expressed below. We have relied, without
independent verification, on certificates of public officials and, as to matters
of fact material to the opinion set forth below, on certificates of officers of
the Company.
The
opinion expressed below is limited to the Delaware General Corporation Law, as
amended (which includes reported judicial decisions interpreting the Delaware
General Corporation Law).
Based
upon the following and upon the representations and information provided by the
Company, we hereby advise you that in our opinion the Common
Stock has been duty authorized and is validly issued, fully paid and
non-assessable.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption “Legal Matters” included in
the Registration Statement and the related Prospectus.
Sincerely,
LAW
OFFICES OF ROBERT DIENER
/s/ Robert L. B. Diener
By:________________________________
Robert L. B. Diener