EXHIBIT 5.1
TULSA Henry G. Will Joseph J. McCain, Jr. Lynnwood R. Moore, Jr. Robert A. Curry Steven W. McGrath D. Richard Funk Randolph L. Jones, Jr. J. Ronald Petrikin Larry B. Lipe James E. Green, Jr. Martin R. Wing John W. Ingraham Andrew R. Turner Gentra Abbey Sorem R. Kevin Redwine Tony W. Haynie Bruce W. Freeman David R. Cordell C. Raymond Patton, Jr. Paul E. Braden Robert J. Melgaard P. Scott Hathaway Lawrence A. Hall Timothy T. Trump Mark E. Dreyer Teresa Meinders Burkett Nancy E. Vaughn | Mark D. Berman Katherine G. Coyle Beverly K. Smith Melodie Freeman-Burney R. Richard Love, III Robert D. James Stephen R. Ward Jeffrey R. Schoborg Anne B. Sublett J. Ryan Sacra Jason S. Taylor Katy Day Inhofe Julia Forrester-Sellers Melinda L. Kirk Debra R. Stockton P. Bradley Bendure Kathryn J. Kindell Alissa A. Hurley Jed W. Isbell Paige N. Shelton Jason B. Coutant Allison McGrath Gardner Elizabeth G. Zeiders William G. von Glahn Bob F. McCoy | CONNER &WINTERS ATTORNEYS & COUNSELORS AT LAW Conner & Winters, LLP 4000 One Williams Center Tulsa, Oklahoma 74172-0148 918-586-5711 Fax 918-586-8982 www.cwlaw.com Writer's Direct Number 918-586-8523 Writer's Fax Number 918-586-8623 Writer's E-mail Address rpatton@cwlaw.com | Lynn P. Mattson James R. Ryan Russell H. Harbaugh, Jr. David O. Cordell OKLAHOMA CITY Irwin H. Steinhorn John W. Funk Jared D. Giddens Robin F. Fields Kiran A. Phansalkar Victor F. Albert Mitchell D. Blackburn Mark H. Bennett Bryan J. Wells Laura McCasland Holbrook J. Dillon Curran C. Brad Williams Justin L. Pybas Peter B. Bradford NORTHWEST ARKANSAS John R. Elrod* Greg S. Scharlau Terri Dill Chadick Vicki Bronson | Todd P. Lewis P. Joshua Wisley Kerri E. Kobbeman** Charles E. Scharlau* WASHINGTON, D.C. G. Daniel Miller* Donn C. Meindertsma* Henry Rose* Erica L. Summers* HOUSTON, TEXAS Gregory D. Renberg JACKSON, WYOMING Randolph L. Jones, Jr. SANTA FE, NEW MEXICO Douglas M. Rather Benjamin C. Conner 1879-1963 John M. Winters, Jr. 1901-1989 *Not Admitted in Oklahoma **Not Admitted in Arkansas |
August 6, 2007
Chatsworth Data Solutions, Inc.
20710 Lassen Street
Chatsworth, California 91311
Re: Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel to Chatsworth Data Solutions, Inc., a Nevada corporation (the “Company”), in connection with Amendment No. 2 to the Registration Statement on Form SB-2 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of the resale of an aggregate of 31,521,430 shares of the Company’s common stock, par value $.00001 per share, as follows: (a) 30,418,430 shares of the Company’s common stock (the “Shares”); and (b) 1,103,000 shares issuable upon the exercise of outstanding warrants (the “Warrant Shares”). The Shares and, upon issuance, the Warrant Shares may be sold from time to time by certain stockholders of the Company (the “Selling Stockholders”).
In rendering the following opinion, we have examined the 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 opinion expressed below. In this connection, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. For purposes of our opinion, we have assumed payment to the Company by the Selling Stockholders of the full amount of the exercise price due from them upon exercise of the warrants.
Based on the foregoing, and upon our examination of such questions of law and statutes as we have deemed necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that (a) the Shares and the Warrant Shares have been duly authorized; (b) the Shares have been validly issued and are fully paid and nonassessable; and (c) the Warrant Shares, when issued and paid for in accordance with the terms of the respective warrants, will be validly issued, fully paid and nonassessable.
August 6, 2007
Page 2
Our opinion expressed above is limited to the corporation laws of the State of Nevada and the federal laws of the United States of America, and we do not express any opinion herein concerning the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to any reference to our firm in the Registration Statement and the related prospectus. In giving this consent, we do not thereby admit that we are in a category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.
Very truly yours, | |
Conner & Winters, LLP | |
/s/ Conner & Winters, LLP |