JONES & HALEY, P.C.
ATTORNEYS AT LAW
SOUTH TERRACES, SUITE 170
115 PERIMETER CENTER PLACE
ATLANTA, GEORGIA 30346-1238
RICHARD W. JONES
www.corplaw.net
Telephone 770-804-0500
Email: jones@corplaw.net
Facsimile 770-804-0509
February 29, 2012
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re:
Gysan Holdings, Inc. – Registration Statement on Form S-1
(SEC File No. 333-178199) [J&H File No. 3739.01]
Ladies and Gentlemen:
We have acted as counsel for Gysan Holdings, Inc., a Nevada corporation (the "Company"), in connection with the preparation and filing of the above-referenced registration statement for the proposed offering of 4,366,000 shares of the Company's $.0001 par value common stock.
In connection with our representation, we have examined the Company's Articles of Incorporation, the Bylaws, Minutes of Meetings of the Stockholders and Board of Directors, and such other records as we have deemed relevant and necessary to render our opinion as expressed herein. In such examination, we have assumed the genuineness of all signatures and authenticity of all documents submitted to us as certified or photostatic copies. As to all questions of fact material to this opinion, which have not been independently established, we have relied upon statements or certificates of officers or representatives of the Company. We have not independently verified or investigated, nor do we assume any responsibility for the factual accuracy or completeness of such factual statements.
In making our examinations, we assume the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the due execution and delivery of all documents by any persons or entities where due execution and delivery by such persons or entities is a prerequisite to the effectiveness of such documents.
Based on the foregoing, it is our opinion that the Shares being registered for sale by the Selling Shareholders, have been duly and validly authorized, legally issued, fully paid and non-assessable. We do not find it necessary for the purpose 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.
United States Securities and Exchange Commission
February 29, 2012
Page 2
Our opinion expressed above is limited to the laws of the State of Nevada, including the statutory provisions, all provisions of the Nevada Constitution, and all related judicial decisions interpreting those laws. We do not express any opinion concerning any other law. The opinions set forth herein are based upon pertinent laws and facts in existence as of the date hereof, and we expressly disclaim any obligation to advise you of changes to such pertinent laws or facts that hereafter may come to our attention.
We hereby consent to the filing of this opinion as an Exhibit to the above-referenced Registration Statement, and further consent to the use of our name under the heading "Legal Representation" therein and in the Prospectus which forms a part thereof.
Sincerely yours,
JONES & HALEY, P.C.,
a Professional corporation
By: /s/
Richard W. Jones
Richard W. Jones
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