Attached files
| file | filename |
|---|---|
| S-1/A - S-1/A - TONNER-ONE WORLD HOLDINGS, INC. | oneworlds1-11092011.htm |
| EX-23.1 - EXHIBIT 23.1 - TONNER-ONE WORLD HOLDINGS, INC. | ex231.htm |
| EX-2.1 - EXHIBIT 2.1 - TONNER-ONE WORLD HOLDINGS, INC. | exh2-1.htm |
| EX-10.4 - EXHIBIT 10.4 - TONNER-ONE WORLD HOLDINGS, INC. | exh10-4.htm |
| EX-10.6 - EXHIBIT 10.6 - TONNER-ONE WORLD HOLDINGS, INC. | exh10-6.htm |
| EX-10.5 - EXHIBIT 10.5 - TONNER-ONE WORLD HOLDINGS, INC. | exh10-5.htm |
| EX-10.7 - EXHIBIT 10.7 - TONNER-ONE WORLD HOLDINGS, INC. | exh10-7.htm |
EXHIBIT 5.1
Axelrod, Smith & Kirshbaum, P.C.
ATTORNEYS AT LAW
5300 Memorial Drive, Suite 700
Houston, Texas 77007-8292
Telephone (713) 861-1996
[DRAFT OF OPINION]
Robert D. Axelrod, P.C. Facsimile (713) 552-0202
February ___, 2012
One World Holdings, Inc.
Attn: Corinda Joanne Melton, CEO
418 Bridge Crest Boulevard
Houston, Texas 77082
RE: ONE WORLD HOLDINGS, INC.
FORM S-1 REGISTRATION STATEMENT
FILED NOVEMBER 10, 2011
FILE NO. 333-177992
Dear Ms. Melton:
As counsel for One World Holdings, Inc., a Nevada corporation (the "Company"), you have requested our firm to render this opinion in connection with the registration statement of the Company on Form S-1 ("Registration Statement") under the Securities Act of 1933, as amended (the "Act"), filed with the Securities and Exchange Commission ( as referenced above) relating to the resale of an aggregate of 8,236,665 shares of common stock, par value $.0025 per share (the "Common Stock") by certain security holders of the Company. Of the total number of shares (i) 6,986,665 shares of Common Stock are currently outstanding shares of the Company’s Common Stock owned by certain stockholders of the Company and (ii) 1,250,000 shares of Common Stock to be registered are underlying convertible securities currently held by certain security holders 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 latter documents.
Based on our examination mentioned above, we are of the opinion that:
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1.
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The shares of Common Stock to be resold which are currently outstanding are duly authorized, validly issued, fully paid and non-assessable; and
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2.
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The shares of Common Stock to be issued pursuant to the outstanding convertible securities are validly authorized and, when issued in accordance with their terms, will be validly issued, fully paid and non-assessable.
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We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference made to this firm in the Registration Statement under the heading “Legal Matters.”
Very truly yours,