Exhibit 5.1
Sierchio & Company, LLP
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430 Park Avenue
New York, New York 10022
Telephone (212) 246-3030
Facsimile (212) 246-3039
October 5, 2009
Board of Directors
Entheos Technologies, Inc.
C/o Derek Cooper
Chief Executive Officer
888 3rd Street
Suite 1000
Calgary, Alberta, T2P 5C5
Re: Registration Statement on Form S-1
Gentlemen:
We have acted as counsel to Entheos Technologies, Inc., a Nevada corporation (the “Company”) in connection with its Registration Statement on Form S-1 (the “Registration Statement”), relating to the proposed resale by the selling stockholders named in the prospectus made part of the Registration Statement (collectively, the “Selling S tockholders”) of up to 19,350,000 shares of the Company’s common stock (the“Shares”), comprised of 6,450,000 Shares (the “Outstanding Shares”) that were purchased by certain of the Selling Stockholders in transactions with the Company pursuant to exemptions from the registration requirements of the Securities Act of 1933 as amended (the “ ; Securities Act”); 6,450,000 shares of common stock which may be issued to certain of the Selling Stockholders upon the exercise of the Company’s outstanding Series A Warrants;and, 6,450,000 shares of common stock which may be issued to certain of the Selling Stockholder s upon the exercise of the Company’s outstanding Series B Warrants.
All capitalized terms herein that are not otherwise defined shall have the meaning ascribed thereto in the Registration Statement. In connection with this opinion, we have examined and relied upon the Company’s Articles of Incorporation, as amended, the Company’s Bylaws, and Registration Statement and related prospectus originals or copies certified or otherwise identified to our satisfaction of all 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 of such 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
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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.
Based on the foregoing, and the matters discussed below, after having given due regard to such issues of law as we deemed relevant, we are of the opinion that (i) we are of the opinion that the Outstanding Shares are validly issued, fully paid, and non-assessable and (ii) the WarrantShares, when issued, delivered and paid for in accordance with the terms and conditions of the applicable Warrants, will be legally issued, fully paid and non-assessable.
We are furnishing this opinion to the Company solely in connection with the Registration Statement. This opinion may not be relied on by, nor copies delivered to, any other person or entity without our prior written consent. Notwithstanding the preceding sentence 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 “Legal Matters” and elsewhere in the Registration Statement and related prospectus of the Company, including documents incorporated by reference.
Very truly yours,
Sierchio & Company, LLP
By: /s/ Joseph Sierchio
Joseph Sierchio
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