Attached files

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S-1 - REGISTRATION STATEMENT - UCP HOLDINGS, INC.pchns1_18mar11.txt
EX-99.2 - LOCATION MAP - UCP HOLDINGS, INC.pchn_map.htm
EX-23.2 - CONSENT OF ATTORNEY - UCP HOLDINGS, INC.pchns1_18mar11ex232.txt
EX-99.1 - SPECIMEN SUBSCRIPTION AGREEMENT - UCP HOLDINGS, INC.pchns1_18mar11ex991.txt
EX-23.1 - CONSENT OF ACCOUNTANT - UCP HOLDINGS, INC.pchns1_18mar11ex231.txt
EX-10.2 - PROMISSORY NOTE - UCP HOLDINGS, INC.pchns1_18mar11ex102.txt

                               THE LAW OFFICE OF
                             CONRAD C. LYSIAK, P.S.
                        601 WEST FIRST AVENUE, SUITE 903
                           SPOKANE, WASHINGTON 99201
                                 (509) 624-1475
                              FAX: (509) 747-1770
                         EMAIL: CCLYSIAK@LYSIAKLAW.COM

                                November 2, 2010

Northridge Ventures Inc.
2325 Hurontario Street
Suite 204
Mississauga, Ontario
Canada L5A 4K4

                      RE: FORM S-1 REGISTRATION STATEMENT

Gentlemen:

     Please  be  advised that I have reached the following conclusions regarding
the  sale  by  Northridge  Ventures  Inc.,  (the  "Company") of up to a total of
24,000,000  shares  of  common stock on Form S-1 directly to the public, without
any  involvement  of  underwriters or broker/dealers, 15,000,000 shares minimum,
24,000,000  shares  maximum  at  an  offering  price  is  $0.005  per  share.

     1.  The  Company  is a duly and legally organized and existing Nevada state
corporation,  with  its registered office located in Carson City, Nevada and its
principal  place  of  business  located  in  Mississauga,  Ontario,  Canada. The
Articles  of Incorporation and corporate registration fees were submitted to the
Nevada  Secretary of State's office and filed with the office on March 18, 2003.
The  Company's  existence  and  form  is valid and legal pursuant to Nevada law.

     2.  The  Company  is a fully and duly incorporated Nevada corporate entity.
The  Company has one class of common stock at this time. Neither the Articles of
Incorporation, Bylaws, and amendments thereto, nor subsequent resolutions change
the  non-assessable characteristics of the Company's common shares of stock. The
common stock previously issued by the Company is in legal form and in compliance
with  the  laws  of  the State of Nevada, its Constitution and reported judicial
decisions  interpreting  those  laws  and when such stock was issued it was duly
authorized,  fully  paid  for and non-assessable. The common stock to be sold on
the  Company's  Form  S-1 offering statement is likewise legal under the laws of
the  State  of  Nevada,  its  Constitution  and  reported  judicial  decisions
interpreting  those  laws  and  when  such  stock  is  issued  it  will  be duly
authorized,  fully  paid  for  and  non-assessable.

     3. To my knowledge, the Company is not a party to any legal proceedings nor
are  there any judgments against the Company, nor are there any actions or suits
filed  or  threatened  against  it  or  its  officers  and  directors,  in their
capacities  as  such,  other  than as set forth in the registration statement. I
know  of no disputes involving the Company and the Company has no claim, actions
or  inquires  from  any federal, state or other government agency, other than as
set forth in the registration statement. I know of no claims against the Company
or  any  reputed  claims against it at this time, other than as set forth in the
registration  statement.


Northridge Ventures Inc. RE: Form S-1 Registration Statement November 2, 2010 Page 2 4. The Company's outstanding shares are all common shares. There are no liquidation preference rights held by any of the Shareholders upon voluntary or involuntary liquidation of the Company. The Company's articles of incorporation authorize the issuance of up to 200,000,000 shares of preferred stock. No preferred shares are issued and outstanding at this time. 5. The directors and officers of the Company are indemnified against all costs, expenses, judgments and liabilities, including attorney's fees, reasonably incurred by or imposed upon them or any of them in connection with or resulting from any action, suit or proceedings, civil or general, in which the officer or director is or may be made a party by reason of his being or having been such a director or officer. This indemnification is not exclusive of other rights to which such director or officer may be entitled as a matter of law. 6. There are currently 14,000,000 shares of common stock issued and outstanding. By directors' resolution, the Company has authorized the issuance of up to 24,000,000 shares of common stock in this offering at an offering price of $0.005 per share. The Company's Articles of Incorporation presently provide the authority to the Company to issue 800,000,000 shares of common stock, with a par value of $0.0001 per share. Therefore, a Board of Directors' Resolution which authorized the issuance for sale of 15,000,000 shares minimum, 24,000,000 shares maximum would be within the authority of the Company's directors and the shares, when issued, will be validly issued, fully paid and non-assessable. I consent to filing this opinion as an exhibit to the Company's Form S-1 offering statement. Yours truly, THE LAW OFFICE OF CONRAD C. LYSIAK, P.S. BY: /s/ Conrad C. Lysiak Conrad C. Lysia