RICHARDSON & PATEL LLP
10900 Wilshire Boulevard
Suite 500
Los Angeles, California 90024
Telephone (310) 208-1183
Facsimile (310) 208-1154
Premier Power Renewable Energy, Inc.
4961 Windplay Drive, Suite 100
El Dorado Hills, CA 95762
| | Re: | Premier Power Renewable Energy, Inc. |
| | | Registration Statement on Form S-1/A |
Ladies and Gentlemen:
We have acted as counsel for Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), in connection with the registration with the Securities and Exchange Commission on Form S-1/A of an aggregate 14,136,718 shares of the Company’s common stock (the “Shares”), including 4,200,000 shares issuable upon conversion of Series A Convertible Preferred Stock, 2,100,000 shares issuable upon exercise of Series A Warrants, 2,100,000 shares issuable upon exercise of Series B Warrants, and 1,600,000 shares issuable upon exercise of options held by a shareholder of the Company (“Options”). 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 the proposed issuance) of the Shares, the Certificate of Incorporation and all amendments thereto of the Company, 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, as well as the Shares that may be issued upon conversion of the Series A Convertible Preferred Stock, exercise of the Series A Warrants, exercise of the Series B Warrants, and exercise of the Options in accordance with its terms, will be legally issued, fully paid, and nonassessable.
We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states as to the issuance and sale of the Shares.
We consent to the use of this opinion in the registration statement filed with the Securities and Exchange Commission in connection with the registration of the Shares and to the reference to our firm under the heading "Legal Matters" in the registration statement.
Very truly yours,
RICHARDSON & PATEL LLP
