Attached files
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EX-23.1 - CONSENT - BROADCAST INTERNATIONAL INC | f010301s1consentletterdraft.htm |
S-1 - BROADCAST INTERNATIONAL INC | s1pbcofferingdraft42.htm |
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February 18, 2011
Broadcast International, Inc.
7050 South Union Park Center, Suite 600
Midvale, Utah 84047
Ladies and Gentlemen:
I have acted as legal counsel to Broadcast International, Inc., a Utah corporation (the Company), in connection with its registration statement on Form S-1 (the Registration Statement), filed with the Securities and Exchange Commission (the Commission) relating to the proposed resale of up to 40,599,961 shares (the Shares) of the Companys common stock, par value $0.05 per share (Common Stock). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
As the basis for the opinion hereinafter expressed, I have examined such statutes, Company corporate records and documents, certificates of Company and public officials, and other instruments and documents as I deemed relevant or necessary for the purposes of the opinion set forth below.
In making my examination, I have assumed the legal capacity of all natural persons, that all signatures on documents examined by me are genuine, the authenticity of all documents submitted to me as originals and the conformity with the original documents of all documents submitted to me as certified, conformed or photostatic copies. I have also assumed the accuracy and completeness of all information provided to me by the Company during the course of my investigations, on which I have relied in issuing the opinion expressed below. I have relied upon a certificate and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. In connection with the opinion hereinafter expressed, I have assumed that all of the Shares will resold in the manner stated in the prospectus forming a part of the Registration Statement.
Based on the foregoing and on such legal considerations as I deem relevant, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents I have examined, I am of the opinion that the Shares will be validly issued, fully paid, and non-assessable.
I hereby consent to the reference to me under the caption Legal Matters in the prospectus forming a part of the Registration Statement and to the filing of this opinion letter as an exhibit to the Registration Statement, and any amendments thereto. In giving this consent, I
Broadcast International, Inc. February 18, 2011 Page 2 |
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do not admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Reed L. Benson Esq.
Reed L. Benson, Esq.