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S-1/A - MEDIZONE S1A1 - MEDIZONE INTERNATIONAL INCmzeipreeffectiveamendmentno1.htm



Durham Jones & Pinegar, P.C.

111 East Broadway, Suite 900

P O Box 4050

Salt Lake City, Utah  84110

801.415.3000

801.415.3500 Fax

www.djplaw.com


January 24, 2011


Medizone International, Inc.

144 Buena Vista Avenue

P.O. Box 742

Stinson Beach, California 94970

 

Re:

Medizone International, Inc.

Registration Statement on Form S-1 filed

January 3, 2011


Ladies and Gentlemen:

 

We have acted as counsel to Medizone International, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing by the Company of a registration statement on Form S-1 (the “Registration Statement”) with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of an aggregate of 66,666,667 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), that are issuable upon exercise of a put option (the “Option”) granted to the Company pursuant to the terms and conditions of an equity financing facility (“Equity Line”) established under the Common Stock Purchase Agreement, dated November 17, 2010, by and between the Company and Mammoth Corporation (the “Stock Purchase Agreement”).  The shares of Common Stock issuable upon exercise of the Option are referred to herein as the “Draw Down Shares.”


This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.


In connection with this opinion, we have examined and relied upon the originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including, without limitation, the following:  (a) the Articles of Incorporation of the Company; (b) the Bylaws of the Company; (c) resolutions adopted by the Board of Directors of the Company relating to the authorization and issuance of the Draw Down Shares by the Company; (d) the Registration Statement, including all exhibits thereto; and (e) the Stock Purchase Agreement.


In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to



original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy and completeness of the corporate records made available to us by the Company.  As to any facts material to the opinions expressed below, with your permission we have relied solely upon, without independent verification or investigation of the accuracy or completeness thereof: (a) the representations and warranties contained in the Stock Purchase Agreement; and (b) certificates and oral or written statements and other information of or from public officials, officers or other representatives of the Company and others.  With your permission, we have assumed compliance on the part of all parties to the Stock Purchase Agreement with their covenants and agreements contained therein.


Based upon the foregoing, and in reliance thereon, we are of the opinion that the Draw Down Shares covered by the Registration Statement when issued, sold, delivered, and paid for as contemplated by the Registration Statement, will be validly issued, fully paid, and non-assessable shares of common stock of the Company.


The opinion expressed herein is limited to the laws of the State of Nevada.  This opinion is limited to the laws in effect as of the date hereof and is provided exclusively in connection with the public offering contemplated by the Registration Statement and may be relied on solely by you and by persons purchasing Draw Down Shares pursuant to such offering.


We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference of this firm under the caption “Legal Matters” in the prospectus which is made part of the Registration Statement.  In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the United States Securities and Exchange Commission thereunder.  


Very truly yours,

 

DURHAM JONES & PINEGAR, P.C.



/s/ Durham Jones & Pinegar





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