EXHIBIT 5.1
OPINION OF COUNSEL
Joel Pensley
Attorney at Law
211 Schoolhouse Road
Norfolk, Connecticut 06058
Admitted in New York State
April 1, 2008
Physicians Remote Solutions, Inc.
550 Chemin du Golf
Suite 202
Ile des Soeurs, Quebec, Canada, H3E 1A8.
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Physicians Remote Solutions, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on or about March 28, 2008 in connection with the registration under the Securities Act of 1933, as amended, of 5,000,000 shares of the Company’s common stock, $0.001 par value, (the “Common Stock”) reserved for issuance under the Physicians Remote Solutions, Inc. 2008 Employees,Directors, Officers and Consultants Stock Option and Stock Award Plan (the “Plan”).
As the Company’s counsel in connection with the preparation and filing of the Registration Statement, I have examined the proceedings taken by the Company in connection with the authorization of the sale and issuance of the shares of Common Stock under the Plan (the “Shares”).
Based upon the foregoing, and having regard for such legal considerations as I deem relevant, it is my opinion that the Shares, when issued and sold in the manner described in the Registration Statement, will be legally issued, fully paid and nonassessable shares of Common Stock.
I express no opinion as to matters governed by any laws other than the laws of the State of Florida which are in effect as of the date hereof.
I consent to the use of this opinion as an exhibit to the Registration Statement and to the use of my name in the Registration Statement under the section entitled “Interests of Named Experts and Counsel.”
Very truly yours, | |
| /s/ Joel Pensley Joel Pensley |