Exhibit 5.1
Cozen O’Connor
1627 I Street, NW, Suite 1100
Washington, DC 20006
1627 I Street, NW, Suite 1100
Washington, DC 20006
July 7, 2006
Board of Directors
Smart Move, Inc.
5990 Greenwood Plaza Blvd., # 2, Suite 390
Greenwood Village, CO 80111
Smart Move, Inc.
5990 Greenwood Plaza Blvd., # 2, Suite 390
Greenwood Village, CO 80111
Re: | Registration Statement on Form SB-2 |
Gentlemen:
We have acted as counsel to Smart Move, Inc., a Delaware corporation (the “Company”) in connection with the preparation and filing of a Registration Statement on Form SB-2 (the “Registration Statement”) filed by the Company with United States Securities and Exchange Commission under the Securities Act of 1933, as amended (“Act”). The Registration Statement covers (i) 1,500,000 Units (the “Units”), with each Unit consisting of two (2) shares of the Company’s common stock, par value $.0001 per share (the “Common Stock”), and a five-year warrant to purchase one (1) share of the Common Stock (the “Warrants”) to certain underwriters for whom Newbridge Securities Corporation (the “Representatives”) is acting as representatives (collectively, the “Underwriters”), (ii) up to 225,000 Units (the “Over-Allotment Units”) which the Underwriters will have a right to purchase from the Company to cover over-allotments, if any, (iii) all shares of Common Stock and all Warrants issued as part of the Units and Over-Allotment Units and (iv) all shares of Common Stock issuable upon exercise of the Warrants included in the Units and Over-Allotment Units.
In rendering this opinion, we have examined: (i) the forms of the Certificate of Incorporation and By-laws of the Company, each as presently in effect and included as Exhibits 3.1(i) and 3.1(ii), respectively, to the Registration Statement; (ii) resolutions of the Company’s Board of Directors authorizing the issuance of the Units and the preparation and filing of the Registration Statement; (iii) the Registration Statement; and (iv) such statutory provisions, certificates and other documents as we have deemed appropriate or necessary as a basis for the opinions hereinafter expressed. We have also examined such other documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.
Based upon the foregoing, we are of the opinion that the Units, the Over-Allotment Units, and the Warrants and the Common Stock included in the Units and the Over-Allotment Units
when issued and sold in accordance with and in the manner described in the plan of distribution set forth in the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.
This opinion is limited to the Federal law of the United States and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to this firm in the Registration Statement under the heading “Legal Matters.”
Very truly yours,
COZEN O’CONNOR