Attached files
| file | filename |
|---|---|
| S-1 - ZCO LIQUIDATING Corp | v205147_s1.htm |
| EX-23.1 - ZCO LIQUIDATING Corp | v205147_ex23-1.htm |
| EX-23.2 - ZCO LIQUIDATING Corp | v205147_ex23-2.htm |
Exhibit
5.1
Mayer
Brown LLP
71 South
Wacker Drive
Chicago,
Illinois 60606-4637
|
Main
Tel (312) 782-0600
|
|
|
Main
Fax (312) 701-7711
|
|
|
December
10, 2010
|
www.mayerbrown.com
|
|
|
|
OCZ
Technology Group, Inc.
6373 San
Ignacio Avenue
San Jose,
California 95119
Re: Registration
Statement on Form S-1
Ladies
and Gentlemen:
We have
acted as special counsel to OCZ Technology Group, Inc., a Delaware corporation
(the “Company”), in connection with the registration under the Securities Act of
1933 on a registration statement on Form S-1 (the “Registration Statement”) of
7,139,960 outstanding shares of common stock, $0.0025 par value (“Common
Shares”), of the Company (the “Outstanding Shares”) and an aggregate of
1,999,194 shares of Common Stock issuable upon exercise of outstanding warrants
(the “Warrant Shares”). In connection therewith, we have examined
such documents and instruments as we have deemed necessary for the purposes of
this opinion.
Based
upon the foregoing, we are of the opinion that the Outstanding Shares are and
the Warrants Shares, when issued in accordance with the terms of the applicable
warrants, will be legally issued, fully paid and non-assessable.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to us under the heading “Legal Matters” in the
Prospectus included in the Registration Statement.
|
Sincerely,
|
|
/s/
Mayer Brown LLP
|
|
Mayer
Brown LLP
|
Mayer
Brown LLP operates in combination with our associated English limited liability
partnership
and Hong
Kong partnership (and its associated entities in Asia).