Attached files
file | filename |
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S-1/A - AMENDED REGISTRATION STATEMENT - VR Holdings, Inc. | vrh111210s1a5.htm |
EX-23.2 - AUDITOR CONSENT - VR Holdings, Inc. | ex232.htm |
Exhibit 5.0 and 23.1
November 12, 2010
VR Holdings, Inc.
1615 Chester Road
Chester, Maryland 21619
Gentlemen:
You have requested our opinion, as counsel for VR Holdings, Inc., a Delaware corporation (the Company), in connection with the registration statement on Form S-1 (the Registration Statement), under the Securities Act of 1933 (the Act), filed by the Company with the Securities and Exchange Commission.
The Registration Statement relates to an offering of 5,644,346 shares of the Companys common stock and the resale by selling stockholders of 59,727,252 shares of the Companys common stock.
We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion. It is our opinion that the 5,644,346 shares of the common stock of the Company to be sold by the Company to the claimants as described in the Registration Statement, when issued, will have been duly authorized and legally issued, fully paid and non-assessable, and that the 59,727,252 shares of the Companys common stock have been duly authorized and legally issued, fully paid and non-assessable.
We express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this letter, (a) the internal laws of the State of Delaware and (b) the federal laws of the United States.
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 in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
NORMAN T. REYNOLDS LAW FIRM
/s/ Norman T. Reynolds