THE LEBRECHT GROUP
A PROFESSIONAL LAW CORPORATION
Brian A. Lebrecht, Esq.
Edward H. Weaver, Esq.** | Craig V. Butler, Esq. * |
| | Admitted only in California* Admitted only in Utah** |
October 16, 2007
Auriga Laboratories, Inc.
10635 Santa Monica Boulevard
Suite 120
Los Angeles, CA 90025
| | Re: | Auriga Laboratories, Inc. Registration Statement on Form SB-2 for 20,827,244 Shares of Common Stock |
Ladies and Gentlemen:
We have acted as counsel to Auriga Laboratories, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance and sale by selling shareholders of up to 20,827,244 shares of the Company’s common stock (collectively, the “Securities”) pursuant to the Company’s Registration Statement on Form SB-2 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”).
This opinion is being furnished in accordance with the requirements of Item 27 of Form SB-2 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company’s charter documents and the corporate proceedings taken by the Company in connection with the issuance and sale of the Securities. Based on such review, we are of the opinion that the Securities have been duly authorized, and if, as and when issued in accordance with the Registration Statement and the related prospectus (as amended and supplemented through the date of issuance) will be legally issued, fully paid and nonassessable.
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 which is part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.
| IRVINE OFFICE: | | SALT LAKE CITY OFFICE: |
| | | |
| 9900 RESEARCH DRIVE | | 406 W. SOUTH JORDAN PARKWAY |
| IRVINE | | SUITE 160 |
| CALIFORNIA • 92618 | | |
| (949) 635-1240 • FAX (949) 635-1244 | www.thelebrechtgroup.com | (801) 983-4948 • FAX (801) 983-4958 |
Auriga Laboratories, Inc.
October 16, 2007
Page 2
This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. 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 Securities.
| | Sincerely, |
| | |
| | /s/ The Lebrecht Group, APLC |
| | |
| | The Lebrecht Group, APLC |
