Attached files
EXHIBIT 5.1
June 24, 2011
Coates International, Ltd.
Highway 34 & Ridgewood Road
Wall Township, New Jersey 07719
Gentlemen:
You have requested our opinion, as counsel for Coates International, Ltd., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-1 (the “Registration Statement”), under the Securities Act of 1933 (the “Act”), filed by the Company with the Securities and Exchange Commission.
The Registration Statement relates to an offering of 19,000,000 shares of the Company’s common stock.
We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion. It is our opinion that the warrants to be sold by the selling security-holders have been duly authorized and legally issued, fully paid and non-assessable.
No opinion is expressed herein as to any laws other than the State of Delaware of the United States. This opinion opines upon Delaware law including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Experts” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
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ANSLOW & JACLIN, LLP
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By:
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/s/ Gregg E. Jaclin | |
| Gregg E. Jaclin, Partner | ||
| ANSLOW & JACLIN, LLP | ||
195 Route 9 South, Suite 204, Manalapan, New Jersey 07726
Tel: (732) 409-1212 Fax: (732) 577-1188