GARY B. WOLFF, P.C. |
| |
COUNSELOR AT LAW | 488 Madison Avenue Suite 1100 New York, New York 10022 | |
Tel: (212) 644-6446 Fax: (212) 644-6498 Email:wolffpc@nyc.rr.com | ||
Exhibit 5.1 and 23.2c
October 27, 2008
United States Securities and Exchange Commission
100 F Street, N. E.
Washington, D.C. 20549
Re:
Develocap, Inc. (hereinafter “DEV”) Registration Statement on Form S-1 Relatingto 4,574,194 shares of DEV Common Stock, par value $.001per share
Gentlemen:
I have been requested by DEV, a Nevada corporation, to furnish you with my opinion as to the matters hereinafter set forth in connection with the above captioned registration statement (the “Registration Statement”) covering 4,574,194 shares which will be offered by the Selling Shareholder(s) of AID.
In connection with this opinion, I have examined the Registration Statement, the Certificate of Incorporation and By-Laws of DEV, each as amended to date, copies of the records of corporate proceedings of DEV, and copies of such other agreements, instruments and documents as I have deemed necessary to enable me to render the opinion hereinafter expressed.
Based upon and subject to the foregoing, I am of the opinion that the shares being offered and registered (which are already issued and outstanding) when sold in the manner described in the Registration Statement, will be and are legally issued, fully paid and non-assessable.
This opinion opines upon Nevada law, including the statutory provisions as well as all applicable provisions of the Nevada constitution and reported decisions interpreting the laws.
I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to my name under the caption “Legal Matters” in the prospectus included in the registration statement.
Very truly yours,
/s/ Gary B. Wolff
Gary B. Wolff
