Attached files
| file | filename |
|---|---|
| S-1/A - Freeze Tag, Inc. | v205035_s1a.htm |
| EX-23.1 - Freeze Tag, Inc. | v205035_ex23-1.htm |
THE
LEBRECHT GROUP
A
PROFESSIONAL LAW CORPORATION
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Brian
A. Lebrecht, Esq.
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Craig V. Butler, Esq.
*
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Elliott
N. Taylor, Esq.**
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Admitted
only in California*
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Admitted
only in Utah**
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December
9, 2010
Freeze
Tag, Inc.
228 W.
Main Street, 2nd Floor
Tustin,
California 92780
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Re:
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Freeze
Tag, Inc. Registration Statement on Form S-1 for an offering by certain of
the Company’s shareholders of up to 13,338,320 shares of common
stock
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Ladies
and Gentlemen:
We have acted as counsel to Freeze Tag,
Inc., a Delaware corporation (the “Company”), in connection with the proposed
offering by certain of the Company’s shareholders of up to 13,338,320 shares of
the Company’s common stock (the “Securities”) pursuant to the Company's
Registration Statement on Form S-1, Amendment No. 4 (the “Registration
Statement”) filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the “Act”).
This opinion is being furnished in
accordance with the requirements of Item 16 of Form S-1 and Item 601(b)(5)(i) of
Regulation S-K.
We have reviewed the Company's charter
documents and the corporate proceedings taken by the Company in connection with
the offer, issuance and sale of the Securities. Based on such review,
we are of the opinion that the Securities have been duly authorized, legally
issued, fully paid and nonassessable.
We consent to the filing of this
opinion letter as Exhibit 5.1 to the Registration Statement and to the reference
to this firm under the caption “Legal Matters” in the prospectus which is part
of the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act, the rules and regulations of the Securities
and Exchange Commission promulgated thereunder, or Item 509 of Regulation
S-K.
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IRVINE
OFFICE:
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SALT
LAKE CITY OFFICE:
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9900
RESEARCH DRIVE
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406
W. SOUTH JORDAN PARKWAY
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IRVINE
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SUITE
160
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CALIFORNIA
• 92618
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SOUTH
JORDAN
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UTAH
• 84095
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||
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(949)
635-1240 • FAX (949) 635-1244
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www.thelebrechtgroup.com
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(801)
983-4948 • FAX (801)
983-4958
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Freeze
Tag, Inc.
December
9, 2010
Page
2
This opinion letter is rendered as of
the date first written above and we disclaim any obligation to advise you of
facts, circumstances, events or developments which hereafter may be brought to
our attention and which may alter, affect or modify the opinion expressed
herein. Our opinion is expressly limited to the matters set forth
above and we render no opinion, whether by implication or otherwise, as to any
other matters relating to the Company or the Securities.
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Sincerely,
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/s/
The Lebrecht Group, APLC
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The
Lebrecht Group, APLC
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