EXHIBIT 23.2
| VIA ELECTRONIC TRANSMISSION | October 26, 2009 |
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| | Re: | Sparta Commercial Services, Inc. |
Form S-1 Registration Statement
File No. 333-162302
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 Sparta Commercial Services, Inc., a Nevada corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration of 13,500,000 shares of the Company’s common stock, $.001 par value per share.
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 the 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 and will be, when issued in the manner described in the Registration Statement, 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. The filing of this consent shall not be deemed an admission that the undersigned is an “expert” within the meaning of the Act.
/s/ Harley & Deickler LLP
