Exhibit 5.1
RICHARDSON & PATEL
10900 Wilshire Blvd.
Suite 500
Los Angeles, California 90024
Telephone (310) 208-1182
Facsimile (310) 208-1154
December 23, 2008
Derycz Scientific, Inc.
10990 Wilshire Boulevard
Suite 1410
Los Angeles, California 90024
| Re: | Post-Effective Amendment No. 1 to Registration Statement on Form S-1, File No. 333-148392 |
Ladies and Gentlemen:
We have acted as counsel to Derycz Scientific, Inc., a Nevada corporation (the “Company”), in connection with the registration with the Securities and Exchange Commission (the “Commission”) on Form S-1 of 5,568,750 shares of the Company’s common stock, par value $0.001 (the “Shares”), 3,712,500 of which have been issued to certain selling stockholders and 1,856,250 shares of which may be issued to certain selling stockholders upon the exercise of certain warrants. In connection with this registration, we have reviewed the proceedings of the Board of Directors of the Company relating to the registration and the issuance (or proposed issuance) of the Shares, the Company’s Certificate of Incorporation and all amendments thereto, the Bylaws of the Company and all amendments thereto, and such other documents and matters as we have deemed necessary to render the following opinion.
Based upon that review, it is our opinion that the Shares now issued are legally issued, fully paid and non-assessable and the Shares that may be issued upon the exercise of the warrants will be legally issued, fully paid, and non-assessable under Nevada law, including the statutory provisions, all applicable provisions of the Nevada Constitution and all reported judicial decisions interpreting those laws.
We hereby consent to the use of this opinion in the registration statement filed with the Commission in connection with the registration of the Shares and to reference to our firm under the heading “Legal Matters” in the registration statement and the prospectus included therein.
| | | /s/ RICHARDSON & PATEL LLP |
