Exhibit 5.1 – Legal Opinion with consent to use
Batcher & Zarcone, LLP
4190 Bonita Road, Suite 205
Bonita, CA 91902
(619) 788-7881
April 14, 2005
Board of Directors
Shepard Inc.
Michael Eyre, President
470 Granville Street, Suite 318
Vancouver, British Columbia
Canada V6C 1V5
Re:
Legal opinion Pursuant to SEC Form SB-2
Registration Statement – Shepard Inc.
Dear Gentlemen:
You have request my opinion as special counsel for Shepard Inc., a Nevada corporation (the “Company”) and certain of its shareholders (the “Selling Shareholders”) for the limited purpose of rendering this option in connection with the Company’s Registration Statement on Form SB-2 and the Prospectus included therein (collectively the “Registration Statement”) to be filed with the Securities and Exchange Commission. I was not engaged to prepare or review, and I have not prepared or reviewed, any portion of the Registration Statement, and I hereby disclaim any responsibility for the Registration.
The following opinion is based upon the Securities Act of 1933 as amended (the “Act”) and Nevada laws, including without limitation, the statutory provisions, all applicable provisions of the Nevada constitution and reported judicial decisions interpreting those laws.
THE REGISTRATION STATEMENT
The Registration Statement relates to the distribution of 2,570,000 shares of the Company’s common stock (the “Shares”), par value $0.001 per share, by 32 existing shareholders (the “Distribution”).
BASIS FOR OPINION
The documentary basis and other basis for this opinion is my review and analysis of the below listed items:
1.
The Company’s Articles of Incorporation, By-Laws, Minutes of Board of Directors Meetings, Minutes of Shareholder Meetings and Shareholder Lists (collectively, the “Company Records”)
2.
The eligibility requirements for the use of Form SB-2 set forth in General Instructions A and B of Form SB-2 (the “Eligibility Requirements”).
3.
Records of the corporate proceedings relating to the issuance of the Shares.
4.
Such other instruments as I believed necessary for the purpose of rendering the following opinion.
LEGAL OPINION
Based upon my review of the Company Records, the Registration Statement and the Eligibility Requirements, I am of the opinion that:
1.
Organization and Qualification: The Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has the requisite corporate power and authority to conduct its business, and to own, lease and operate its properties, as more specifically described in the Registration Statements.
2.
Share Duly Authorized and Validly Issued: That Shares are duly authorized, legally and validly issued, fully paid and non-assessable.
3.
Shares Registered Pursuant to the Registration Statement: That Shares, when sold, will be legally issued, fully paid and non-assessable.
CONSENT TO USE OF LEGAL OPINION
I hereby consent to the reference to my name in the Registration Statement under the caption “Legal Matters” and to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, I do hereby admit that I come within the category of a person whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the general rules and regulations thereunder.
Sincerely,
BATCHER & ZARCONE, LLP
/s/ Karen Batcher
Karen A. Batcher, Esq.
