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S-1/A - FORM S-1/A - AmpliTech Group, Inc.amplitech_s1a.htm
EX-23.1 - CONSENT OF SAM KAN & COMPANY - AmpliTech Group, Inc.amplitech_ex231.htm
EXHIBIT 5.1
 
 
January 14, 2013

AmpliTech Group, Inc.
35 Carlough Rd. #3
Bohemia, NY 11716

Gentlemen:
 
You have requested our opinion, as counsel for AmpliTech Group, Inc., a Nevada 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 4,586,958 shares of common stock, including (1) up to 2,461,958 shares of common stock and (2) up to 2,125,000 shares of common stock issuable upon conversion of that certain convertible notes outstanding.  In accordance with Rule 416(a), the Registrant is also registering hereunder an indeterminate number of additional shares of Common Stock that shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions.
 
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 shares of common stock to be sold by the selling shareholders have been duly authorized and are or will be legally issued, fully paid and non-assessable.

No opinion is expressed herein as to any laws other than the State of Nevada of the United States. This opinion opines upon Nevada law including the statutory provisions, all applicable provisions of the Nevada 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,
 
ANSLOW & JACLIN, LLP

By:
/s/ Gregg E. Jaclin
 
 
ANSLOW & JACLIN, LLP
 

195 Route 9 South, Suite 204, Manalapan, New Jersey 07726
Tel: (732) 409-1212 Fax: (732) 577-1188