Attached files
| file | filename |
|---|---|
| S-1 - International Cellular Accessories | v199884_s1.htm |
| EX-14.1 - International Cellular Accessories | v199884_ex14-1.htm |
| EX-23.2 - International Cellular Accessories | v199884_ex23-2.htm |
| EX-14.2 - International Cellular Accessories | v199884_ex14-2.htm |
EXHIBIT
5.1
GREENBERG
TRAURIG, LLP
MetLife
Building
200 Park
Avenue, 15th Floor
New York,
New York 10166
|
November
1, 2010
|
Image
Metrics, Inc.
1918 Main
Street, 2nd
Floor
Santa
Monica, California 90405
Dear
Sirs:
We are
acting as counsel to Image Metrics, Inc, a Delaware corporation (the “Company”),
in connection with the Registration Statement on Form S-1 filed with the U.S.
Securities and Exchange Commission on October 29, 2010 (as it may be
amended, the “Registration Statement”), under the Securities Act of 1933, as
amended (the “Act”), covering (a) 10,330,536 shares of common stock issuable
upon conversion of the Company’s series A convertible preferred stock (the
“Preferred Stock”), (b) 8,965,939 shares of common stock issuable
upon exercise of the Company’s warrants (the “Warrants”), and (c) 2,300,000
shares of common stock issuable upon conversion of all the current principal and
accrued interest under the Company’s convertible promissory notes (the
”Convertible Notes”) which are being registered in connection with the proposed
sale of the shares of common stock by the selling stockholders listed
therein.
We have
examined the originals, or certified, conformed or reproduction copies, of all
such records, agreements, instruments and documents as we have deemed relevant
or necessary as the basis for the opinion hereinafter expressed. In all such
examinations, we have assumed the genuineness of all signatures on originals or
certified copies and the conformity to original or certified copies of all
copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to such opinion, we have relied upon, and assumed the
accuracy of, certificates and oral or written statements and other information
of or from public officials, officers or representatives of the Company, and
others.
Based
upon the foregoing, and the laws of the State of Nevada, we are of the opinion
that the shares of common stock issuable upon conversion of the Preferred Stock
and the Convertible Notes and upon exercise of the Warrants included in the
Registration Statement, when so issued upon such conversion or exercise in
accordance with the terms and conditions of the instruments governing their
issuance, will be legally issued, fully paid, non-assessable and binding
obligations of the Company under the laws of the State of
Nevada.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption “Legal Matters” in
the prospectus forming a part of the Registration Statement.
|
Very
truly yours,
|
|
/s/
Greenberg Traurig, LLP
|
|
GREENBERG
TRAURIG, LLP
|