Attached files
| file | filename |
|---|---|
| S-1/A - ITRACKR SYSTEMS INC | v206128_s1a.htm |
| EX-21 - ITRACKR SYSTEMS INC | v206128_ex21.htm |
| EX-23 - ITRACKR SYSTEMS INC | v206128_ex23.htm |
| EX-10.7 - ITRACKR SYSTEMS INC | v206128_ex10-7.htm |
 |
350
East Las Olas Boulevard
Las
Olas Centre II, Suite 1150
P.O.
Box 30310
Fort
Lauderdale, FL 33303-0310
954.462.4150
Main
954.462.4260
Fax
|
December
20, 2010
iTrackr
Systems, Inc.
20423
State Road 7, Suite F6-490
Boca
Raton, Florida 33498
|
|
Re:
|
Registration
Statement On Form S-1
|
File No.: 333-166275
iTrackr Systems, Inc. (the
“Company”)
Gentlemen:
This
opinion is submitted pursuant to the applicable rules of the Securities and
Exchange Commission with respect to the registration by the Company of a total
of 19,629,893 shares of common stock, no par value (“Common Stock”) to be sold
by selling shareholders identified in the prospectus, including 4,207,500 shares
of Common Stock (the “Reserved Shares”) reserved for issuance upon the exercise
of outstanding underlying options and warrants issued by the Company includes
the proposed issuance (“Additional Common Stock”).
In
connection therewith, we have examined and relied upon original, certified,
conformed, photostat or other copies of (i) the Articles of Incorporation and
Bylaws of the Company; (ii) resolutions of the Board of Directors of the Company
authorizing the issuance of the Common Stock to the Selling Shareholders and
related matters; (iii) the Registration Statement and the exhibits thereto; and
(iv) such other matters of law as we have deemed necessary for the expression of
the opinion herein contained. In all such examinations, we have assumed the
genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies. As to the various questions of fact
material to this opinion, we have relied, to the extent we deemed reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independently checking or verifying the accuracy of such
documents, records and instruments.
We are
members of the Bar of the State of Florida and express no opinion on any law
other than the laws of the State of Florida and applicable Federal Securities
laws.
Based
upon the foregoing, we are of the opinion that (1) the shares of Common Stock
have been legally issued and are fully paid and non-assessable and (2) the
Reserved Shares, when the Additional Common Stock is issued and upon payment of
the agreed upon consideration therefore, will be legally issued and fully paid
and non-assessable.
Cleveland Toledo Akron Columbus Cincinnati Washington, D.C. Tallahassee Orlando Fort Myers
Naples Fort Lauderdale
www.ralaw.com
iTrackr
Systems, Inc.
December
20, 2010
Page
2
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and the use of our name under the caption “Legal Matters” in the
prospectus comprising part of the Registration Statement. In giving
such consent, we do not thereby admit that we are included in with the category
of persons whose consent is required under the Act or the rules and regulations
promulgated thereunder.
|
Sincerely,
|
|
|
ROETZEL
& ANDRESS, LPA
|
|
|
/s/ Roetzel
& Andress, LPA
|