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S-1/A - FORM S-1/A - PHMC, Inc.v332422_s1a.htm
EX-23.1 - EXHIBIT 23.1 - PHMC, Inc.v332422_ex23-1.htm

 

 

January 18, 2013

 

Orion Financial Group Inc.

1739 Creekstone Circle

San Jose, CA 95133

 

Gentlemen:

 

We are acting as counsel for Orion Financial Group Inc., a Wyoming company (the “Company”), in connection with the Registration Statement on Form S-1 (such Registration Statement, as amended from time to time, is herein referred to as the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to:  (a) the issuance and sale by the Company in the Registration Statement of 40,000,000 shares of common stock of the Company, par value per share $0.001 (the “Common Stock”), in the offering described in the Registration Statement (the “Shares””).  

 

We have reviewed and are familiar with such documents, certificates, corporate proceedings and other materials, and have reviewed such questions of law, as we have considered relevant or necessary as a basis for this opinion.  Based upon the foregoing, we are of the opinion that when sold the Shares will be duly authorized, validly issued, fully paid and non-assessable.

 

No opinion is expressed herein as to any laws other than the State of Wyoming of the United States. This opinion opines upon Wyoming law, including the statutory provisions, all applicable provisions of the statutes and reported judicial decisions interpreting those laws.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Interest Of Named Experts And Counsel” 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/ Anslow & Jaclin, LLP  
  ANSLOW & JACLIN, LLP  

 

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