Exhibit 5.1
| BACCHUS LAW | 1511 West 40th Avenue Vancouver, BC V6M 1V7 Tel 604.732.4804 Fax 604.408.5177 |
| GROUP | |
| Corporate and Securities Law |
February 26, 2007
Securities and Exchange Commission
100 F Street, North East
Washington, D.C. 20549
Dear Sir or Madam:
| Re: | Hemis Corporation |
| Registration Statement on Form S-8 |
You have requested my opinion as to the legality of the issuance by Hemis Corporation (the "Company") of up to 10,000,000 shares of Common Stock (the "Shares") pursuant to a Registration Statement on Form S-8 (the "Registration Statement") to be filed on or about February 26, 2007.
Please be advised that, I have reached the following conclusions regarding the Registration Statement:
| 1. | The Company is a duly and legally organized and existing Nevada state corporation, with its registered office located at EastBiz, Inc. 5348 Vegas Drive, #226, Las Vegas, Nevada 89108 and its principal place of business located at Neuhofstrasse 8, 8600 Dübendorf, Switzerland. The Articles of Incorporation and corporate registration fees were submitted to the Office of the Secretary of State of Nevada and filed with the office on February 9, 2005. The Company's existence and form is valid and legal pursuant to the representation above. | |
| 2. | The Company is a fully and duly incorporated Nevada corporate entity. The Company has one class of common stock at this time. It also has one class of preferred stock. Neither the articles of incorporation, bylaws, and amendments thereto, nor subsequent resolutions change the non-assessable characteristics of the Company's common stock. | |
| 3. | The Company's outstanding shares are all common shares. There are no liquidation preference rights held by any of the shareholders upon voluntary or involuntary liquidation of the Company. | |
| 4. | By directors’ resolution, the Company has authorized the issuance of up to 10,000,000 shares of common stock pursuant to the 2007 Non-Qualified Stock Compensation Plan. |
The Company's Articles of Incorporation presently provide the authority to the Company to issue 150,000,000 shares of Common Stock, $0.001 par value. Therefore, the Board
of Directors’ Resolutions which authorized the issuance of up to 10,000,000 shares of common stock was within the authority of the Company’s directors and the Shares, when issued by the Company, will be validly issued, fully paid and non-assessable.
I hereby consent to being named in the Form S-8 Registration Statement as having rendered the foregoing opinion. I also consent to the filing of this opinion as an Exhibit to the Registration Statement.
Please do not hesitate to contact me if you have any questions or comments.
Yours truly,
BACCHUSLAWGROUP
Per: /s/ Penny O. Green
Penny O. Green
Barrister, Solicitor & Attorney
Member, Washington State Bar Association
Member, Law Society of BC
