Attached files
| file | filename |
|---|---|
| S-1/A - VAPORIN, INC. | v220894_s1a.htm |
| EX-23.1 - VAPORIN, INC. | v220894_ex23-1.htm |
EXHIBIT 5.1
19 Winchester Street, Suite 104
Brookline, Massachusetts 02446
617-778-6869
www.kaweschlaw.com
May 4, 2011
VIA ELECTRONIC TRANSMISSION
Felafel Corp.
c/o Idan Karako
27 Bet Hillel Street, Unit 18
Tel Aviv Israel 67017
RE: Felafel Corp.; Form S-1 Registration Statement
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by Felafel Corp., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on May 4, 2011. The Registration Statement relates to the offer and sale by the Company of up to 3,333,333 shares of common stock, par value $0.0001 per share (the “Offering”), and to the offer and sale by the selling stockholders named in the Registration Statement of up to 2,000,000 shares of common stock, par value $0.0001 per share (collectively, the “Common Stock”), of the Company.
We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such documents.
Based on our examination mentioned above, we are of the opinion that (i) the shares of Common Stock outstanding on the date hereof that are being registered for resale by the selling stockholders of the Company are validly issued, fully paid and non-assessable and (ii) the shares of Common Stock offered for sale by the Company in the Offering are duly authorized, and upon issuance thereof by the Company and payment therefor by the purchasers from the Company in the Offering, such shares of Common Stock will be validly issued, fully paid and non-assessable.
Felafel Corp.
May 4, 2011
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under “Legal Matters” in the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.
Very Truly Yours,
/s/ Kawesch Law Group, LLC
Kawesch Law Group, LLC