Attached files

file filename
S-1 - SALEEN AUTOMOTIVE FORM S-1 - Saleen Automotive, Inc.slnnform_s1131015.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Saleen Automotive, Inc.exhibit23_2.htm

Exhibit 5.1

October 15, 2013

 

Saleen Automotive, Inc.

2735 Wardlow Road

Corona, CA 92882

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-1 (the “Registration Statement”) to which this letter is attached as Exhibit 5.1 filed by Saleen Automotive, Inc., a Nevada corporation (the “Company”), in order to register under the Securities Act of 1933, as amended (the “Act”), the resale by the selling stockholders identified in the prospectus constituting a part of the Registration Statement of an aggregate of 1,350,760 shares of Common Stock of the Company (the “Issued Shares”) and 9,305,240 shares of Common Stock of the Company (the “Conversion Shares”) issuable upon partial conversion of outstanding 3.0% Senior Secured Convertible Notes (“Notes”), and any additional shares of Common Stock of the Company which may be registered pursuant to Rule 462(b) under the Act.

We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.

Based on the foregoing, we are of the opinion that the Issued Shares are duly and validly issued, fully paid and non-assessable, and, when issued upon conversion of the Notes in accordance with the terms of the Notes, the Conversion Shares will be duly and validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus constituting a part thereof. We assume no obligation to inform you of any facts, circumstances, events or changes in the law that may hereafter be brought to our attention that may alter, affect or modify the opinion expressed herein.

 

Very truly yours,

 

/s/ Stubbs Alderton & Markiles, LLP

 

STUBBS ALDERTON & MARKILES, LLP