Attached files
EXHIBIT 5.1
JIN, SCHAUER & SAAD LLC
600 17th Street, Suite 2700 South
Denver, Colorado 80202
Telephone: (720) 889-2211 Facsimile: (720) 889-2222
December 23, 2010
Zen Raku Enterprises, Inc.
77 Lipan Street
Denver, Colorado 80223
Re: S-1 Registration Statement for common stock of Zen Raku
Enterprises, Inc. (the "Company")
Gentlemen:
At your request, we have examined the Registration Statement which is
being filed with the Securities and Exchange Commission ("SEC"), on Form S-1
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 400,000 shares of Zen Raku
Enterprises, Inc., a Colorado corporation.
In rendering the following opinion, we have examined and relied only
upon the documents, and certificates of officers and directors of the Company
as are specifically described below. In our examination, we have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to us as originals, and the conformity with the
original documents of all documents submitted to us as copies. Our
examination was limited to the following documents and not others:
a) Certificates of Incorporation of the Company, as amended to date;
b) Bylaws of the Company, as amended to date; and
c) Certified Resolutions adopted by the Board of Directors of the
Company authorizing the issuance of the stock.
We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.
Based on the foregoing, it is our opinion that the 400,000 shares being
offered for sale will be duly and validly authorized, duly and validly
issued, fully paid and non-assessable under Colorado laws.
We consent to the filing of this opinion as an exhibit to the
Registration Statement in connection with the offering described therein. We
further consent to the reference to us under the caption "Experts and Legal
Counsel" in the prospectus included in the Registration Statement.
This opinion is limited to Colorado law, including all applicable
provisions of the Constitution of the State of Colorado, statutory provisions
of the State of Colorado and reported judicial decisions of the courts of the
State of Colorado interpreting those laws. Nothing herein shall be deemed to
relate to or constitute an opinion concerning any matters not specifically
set forth above.
Sincerely,
JIN, SCHAUER & SAAD LLC
By /s/ Jon D. Sawyer
Jon D. Sawyer