KRIEGER & PRAGER, LLP
ATTORNEYS AT LAW
39 Broadway, Suite 1440
New York, New York 10006
Telephone: (212) 363-2900
Facsimile: (212) 363-2999
February 12, 2010
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
100 F Street, N.W.
Washington, D.C. 20549
RE:
Sharp Performance, Inc.
Form S-1 REGISTRATION STATEMENT
(FILE NO. 333-162072)
Ladies & Gentlemen:
We have acted as counsel to Sharp Performance, Inc., a Nevada corporation (the “Company”) in respect of 38,500 shares of Common Stock under the above-captioned registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission.
We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed thee genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.
Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly authorized, legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under “Legal Matters” in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ KRIEGER & PRAGER, LLP
