Attached files
| file | filename |
|---|---|
| S-1 - ZCO LIQUIDATING Corp | v209184_s1.htm |
| EX-23.1 - ZCO LIQUIDATING Corp | v209184_ex23-1.htm |
| EX-23.2 - ZCO LIQUIDATING Corp | v209184_ex23-2.htm |
Exhibit
5.1
MAYER s
BROWN
|
|
Mayer
Brown LLP
71
South Wacker Drive
Chicago,
Illinois 60606-4637
Main Tel (312) 782-0600 Main
Fax (312) 701-7711
www.mayerbrown.com
|
OCZ
Technology Group, Inc.
6373 San
Ignacio Avenue
San Jose,
California 95119
|
Re:
|
Registration Statement
on Form S-1
|
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
4,640,525 outstanding shares of common stock, $0.0025 par value (“Common
Shares”), of the Company (the “Outstanding Shares”) and an aggregate of 52,000
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.
|
/s/
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).