Attached files

file filename
S-1 - FORM S-1 REGISTRATION STATEMENT - ERF Wireless, Inc.erf_s1.htm
EX-10.2 - IC AGREEMENT - ERF Wireless, Inc.erf_s1-ex1002.htm
EX-10.1 - OPINION LETTER - ERF Wireless, Inc.erf_s1-ex1001.htm
EX-10.14 - BOND AGREEMENT - ERF Wireless, Inc.erf_s1-ex1014.htm
EX-23.1 - CONSENT LETTER - ERF Wireless, Inc.erf_s1-ex2301.htm

 

Exhibit 5.1

 

VIA ELECTRONIC TRANSMISSION

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

Re:    ERF Wireless, Inc., Form S-1 Registration Statement (File No. 333-[__])

 

Ladies and Gentlemen,

 

We have acted as counsel to ERF Wireless, Inc., a Nevada corporation (the “Company”), in connection with the preparation of a registration statement filed with the Securities and Exchange Commission on Form S-1 (“Registration Statement”).

 

In connection with this opinion, we have examined and relied upon the Company’s Articles of Incorporation and Bylaws as currently in effect; the Registration Statement and related prospectus; and such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. In addition, we have assumed and have not independently verified the accuracy as to factual matters of each document we have reviewed.

 

For purposes of rendering this opinion, we have examined originals or copies certified or otherwise identified to our satisfaction of the documents described in the preceding paragraph and such other documents and records as we have deemed appropriate. In conducting such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and conformity to original documents of all documents submitted to us as copies. As to questions of fact material to our opinion, we have relied upon certificates of officers of the Company and of public officials. It is understood that this opinion is to be used only in connection with the filing of the Registration Statement. We are opining only on the matters expressly set forth herein, and no opinion should be inferred as to any other matter. This opinion letter is delivered as of its date and without any undertaking to advise you of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect the legal analysis, a legal conclusion or information confirmed in this opinion letter.

 

Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly authorized and will be, when issued in the manner described in the Registration Statement, validly issued, fully paid and non-assessable.

 

We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus that is part of the Registration Statement.  This opinion is being furnished in accordance with the requirements of Item 16 of Form S-1.  Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the offering of the securities pursuant to the Registration Statement.

 

 

Very truly yours,

 

/S/ Brewer & Pritchard, P.C.

 

BREWER & PRITCHARD, P.C.