Attached files
file | filename |
---|---|
S-1 - FORM S-1 - UFood Restaurant Group, Inc. | y92458sv1.htm |
EX-23.2 - EX-23.2 - UFood Restaurant Group, Inc. | y92458exv23w2.htm |
EX-10.47 - EX-10.47 - UFood Restaurant Group, Inc. | y92458exv10w47.htm |
EX-10.46 - EX-10.46 - UFood Restaurant Group, Inc. | y92458exv10w46.htm |
Exhibit 5.01
August 23, 2011
UFood Restaurant Group, Inc.
255 Washington Street, Suite 100
Newtown, MA 02458
255 Washington Street, Suite 100
Newtown, MA 02458
Re: UFood Restaurant Group, Inc.
Ladies and Gentlemen:
We have acted as counsel to UFood Restaurant Group, Inc., a Nevada corporation (the Company), in
connection with the Registration Statement on Form S-1 (the Registration Statement) filed with
the Securities and Exchange Commission on the date referenced above under the Securities Act of
1933, as amended (the Securities Act), for the registration of 20,000,000 shares of common stock,
$0.001 par value per share (the Common Stock) of the Company for the offering and sale by the
Selling Security Holder named in the Registration Statement (the Shares).
In rendering this opinion, we have reviewed (i) the Registration Statement, (ii) the Amended and
Restated Articles of Incorporation of the Company, as amended, (iii) the Amended and Restated
Bylaws of the Company, (iv) the Equity Purchase Agreement by and between the Company and the
Selling Stockholder dated as of August 19, 2011 (the Equity Purchase Agreement), (v) the
Registration Rights Agreement by and between the Company and the Selling Stockholder dated as of
August 19, 2011, and (vi) and such certificates, documents, corporate records and other instruments
and matters of law as in our judgment are necessary or appropriate to enable us to render the
opinion expressed below.
In giving this opinion, we are assuming the authenticity of all instruments presented to us as
originals, the conformity with the originals of all instruments presented to us as copies and the
genuineness of all signatures.
Based on the foregoing, we are of the opinion that, upon the issuance of the Shares pursuant to the
Equity Purchase Agreement, the Shares will be legally issued, fully paid and nonassessable.
This opinion is limited to the matters expressly stated herein and no implied opinion may be
inferred to extend this opinion beyond the matters expressly stated herein. The foregoing opinion
is limited to the laws of the State of Nevada, and we do not express any opinion herein concerning
any other law.
Atlanta | Baltimore | Bethesda | Denver | Las
Vegas | Los
Angeles | New
Jersey | Philadelphia | Phoenix | Salt
Lake City | San Diego
Washington, DC | Wilmington | www.ballardspahr.com
Washington, DC | Wilmington | www.ballardspahr.com
UFood
Restaurant Group, Inc.
August 23, 2011
Page 2
August 23, 2011
Page 2
We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the
use of our name under the heading Legal Matters.
Very truly yours,
/s/ Ballard Spalm LLP