LAW OFFICES
REISMAN & ASSOCIATES, P.A.
6975 NW 62nd Terrace
Parkland, Florida 33067
Writer’s email: jbrrapa@comcast.net
telephone 954-344-0809
facsimile 928-569-8195
September 11, 2006
Physicians Remote Solutions Inc.
5 Ridge Road
Cos Cob, CT 06807
Dear Sir or Madam:
We have acted as counsel to Physicians Remote Solutions Inc., a Florida corporation (the “Company”), in connection with the preparation of a Registration Statement on Form SB-2, File No. 333-131599 (as amended, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933 (the “Act”), relating to the offer and sale by selling shareholders of up to 2,908,000 shares of common stock, par value $.00001 per share of the Company (the “Shares”).
In connection with this opinion, we have reviewed originals or copies of the following documents: (a) the Registration Statement and the exhibits thereto, (b) the Articles of Incorporation of the Company, (c) the Bylaws of the Company, (d) certain records of the Company's corporate proceedings and (e) such statutes, records and other documents as we have deemed relevant or necessary for the purpose of this opinion.
In addition, we have examined such other documents, records and papers as we have deemed necessary or appropriate in order to give the opinions set forth herein. In rendering our opinions herein, the documents we have examined were originals or copies, certified or otherwise identified to our satisfaction. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies. As to questions of fact material to our opinion, we have relied upon statements and certificates of the Company or of government or other officials.
Based on the foregoing, we are of the opinion that the Shares have been legally issued and are fully paid and non-assessable.
The opinions expressed herein are limited to Federal securities laws, rules ad regulations and the laws of the State of Florida and we express no opinion with respect to the laws of any other country, state or jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “Legal Matters” therein. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Reisman & Associates, P.A.
