EXHIBIT 5.1
GUZIK & ASSOCIATES
11355 West Olympic Blvd., Suite 300
Los Angeles, CA 90064
May 2, 2006
SulphCo, Inc.
850 Spice Islands Drive
Sparks, NV 89431
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined Registration Statement on Form S-3 ("Registration Statement") in connection with the registration under the Securities Act of 1933, of 8,100,000 shares of Common Stock, to be sold by certain selling security holders listed in the Registration Statement. As your counsel, we have examined the transactions taken and proposed to be taken in connection with the sale of such shares by each of the selling security holders in the manner set forth in the Registration Statement.
It is our opinion that such shares, when issued in accordance with the terms described in the Registration Statement, will be legally and validly issued, fully paid and non-assessable.
We are opining herein as to the effect on the subject transaction only of the federal laws of the United States and all applicable provisions of Nevada law, including the General Corporation Law of the State of Nevada, applicable rules and regulations under Nevada law and the applicable judicial and regulatory interpretations thereunder, and we express no opinion with respect to the applicability of, or the effect thereon, of the laws of any other jurisdiction.
We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and any amendment thereto
Very truly yours,
/s/ GUZIK & ASSOCIATES
7
