Exhibit 5.1
| |
HERMAN H. PETTEGROVE | |
| Attorney at Law |
April 5, 2012
Board of Directors
Entest Biomedical, Inc.
4700 Spring Street, Suite 304
La Mesa, California, 91942
Re: Opinion of Counsel for Registration Statement on Form S-1
To Whom It May Concern:
I have acted as counsel to, Entest Biomedical, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing by the Company of a registration statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of 23,521,800 shares of the Company’s common stock, par value $0.001 per share, (“the Put Shares”) issuable upon delivery of a put notice granted to the Company pursuant to the terms and conditions of that certain Equity Purchase Agreement, dated February 27, 2012 by and between the Company and Southridge Partners II, LP (the “Agreement”).
In connection with this opinion, I have examined and relied upon the originals or copies of such documents, corporate records, and other instruments as I have deemed necessary or appropriate for the purpose of this opinion.
In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy and completeness of the corporate records made available to us by the Company
Based upon the foregoing, and in reliance thereon, I am of the opinion that the Put Shares have been duly authorized, and when sold pursuant to the terms described in the Registration Statement, will be legally issued, fully paid and non-assessable.
I hereby consent in writing to the reference to my name under the caption "Interests of Named Experts and Counsel" in the Prospectus included in the Registration Statement and the use of my opinion as an exhibit to the Registration Statement and any amendment thereto.
Yours Truly
/s/Herman Pettegrove
Herman Pettegrove
1350 Main Street Venice California 90911 Phone (310) 392-5400 fax (310) 392-5411
