EXHIBIT 5.1
Gill Sippel & Gallagher
ATTORNEYS AT LAW
| Thomas J. Sippel | The B&O Railroad Station |
| Joseph D. Gallagher | 98 Church Street |
| William D. Day | Rockville, Maryland 20850 |
| ------------------------------ | Telephone: (301) 251-9200 |
| Julie S. Dietrich (Of Counsel) | (301) 340-9444 |
| John G. Gill, Jr. (Retired) | Fax: (301) 762-6176 |
| | |
| Members: Maryland and | www.gillandsippel.com |
| District of Columbia Bars | |
June 3, 2011
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| | Re: | Frozen Food Gift Group Inc., Form S-1/ Registration Statement, |
| | | Third Amendment |
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by Frozen Food Gift Group, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission.
We have examined copies of the Articles of Incorporation, Bylaws, Initial Stockholders Meeting and Election of Officers and Directors, Certificate of Good Standing, Board Resolutions regarding issuance of stock, stock ledger, all certified by an officer of the corporation as being in full force and effect without any further modification.
Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly authorized and will be, when issued in the manner described in the Registration Statement as declared effective by the SEC shall be 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 “Validity of Securities” 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/ Thomas J. Sippel | |
| | Thomas J. Sippel | |
TJS:tm
