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S-1/A - fuboTV Inc. /FLi11477.htm
EX-23.1 - fuboTV Inc. /FLexh23_1.htm

Exhibit 5.1


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FIFTH THIRD CENTER

AT ONE SEAGATE

SUITE 1700

TOLEDO, OH 43604

419.254.5254 DIRECT

419.242.7985 MAIN

419.242.0316 FAX

hgeha@ralaw.com

www.ralaw.com


July 24, 2012


Brick Top Productions, Inc.

433 Plaza Real, Suite 275

Boca Raton, Florida 33432


 

Re:

Registration Statement on Form S-1 (the "Registration Statement")


Dear Mr. Bafer:


We have acted as counsel to Brick Top Productions, Inc., a Florida corporation (the "Company"), in connection with the preparation of the Registration Statement filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the resale to the public by certain selling shareholders of 7,243,500 shares of the Company's common stock, $0.0001 par value (the "Shares").


In connection with rendering the opinion set forth below, we have reviewed: (a) the Registration Statement and exhibits thereto; (b) the Company's Articles of Incorporation, as amended; (c) the Company's Bylaws; (d) certain records of the proceedings of the Board of Directors of the Company relating to the issuance of the Shares; and (e) such statutes, records and other documents and matters as we have deemed necessary.


In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies thereof. In addition, we have made such other examinations of law and fact as we have deemed relevant in order to form a basis for the opinion hereinafter expressed.


Based upon that review and subject to the qualifications and limitations stated herein, we are of the opinion that each of Shares is validly issued, fully paid and nonassessable under Florida law.


We hereby consent to the use of this opinion in the Registration Statement filed with the Commission in connection with the registration of the Shares and to reference to our firm under the headings "Legal Matters" in the Registration Statement and the prospectus included therein. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under the Securities Act or the rules and regulations of the Commission.


Very truly yours,


/s/ ROETZEL & ANDRESS, LPA



NEW YORK

CHICAGO

CLEVELAND

TOLEDO

AKRON

COLUMBUS

CINCINNATI

WASHINGTON, D.C

TALLAHASSEE

ORLANDO

FORT MYERS

NAPLES

FORT LAUDERDALE