Exhibit 5.1
NACCARATO & ASSOCIATES
18301 Von Karman Avenue, Suite 430
Irvine, CA 92612
Telephone: (949) 851-9261 Facsimile: (949) 851-9262
March 31, 2005
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Datascension Inc.
Form SB-2 Registration Statement
Dear Sir or Madam:
We have acted as counsel for Datascension Inc., a Nevada corporation
(the "Company"), in connection with its Registration Statement on Form SB-2 and
subsequent amendments (the "Registration Statement") being filed with the
Securities and Exchange Commission relating to the registration for resale of
an aggregate aggregate sum of 9,875,000 shares of common stock issuable upon
conversion of secured convertible debentures, which includes a 50% reserve and
one year interest, and 3,125,000 shares issuable upon the exercise of warrants
to the following : 2,426,666 shares of common stock issuable to Alpha Capital
Aktiengesellschaft, 3,640,000 shares of common stock issuable to Longview
Equity Fund LP, and 5,373,334 shares of common stock issuable to Longview Fund,
LP, 1,560,000 shares of common stock issuable to Longview International Equity
Fund, LP. These shares represent the underlying shares of the
aggregate of $1,875,000 in Convertible Debentures, pursuant to a Securities
Purchase Agreement (the "Agreement") to the following: $350,000 Convertible
Debenture to Alpha Capital Aktiengesellschaft, $525,000 Convertible Debenture
to the Longview Equity Fund LP, $775,000 Convertible Debenture to the Longview
Fund LP., and $225,000 Convertible Debenture to the Longview International
Equity Fund, LP. DSEN shall reduce the principal amount of the note by 1/32nd
per month starting 120 days after the closing, payable in cash or registered
stock as described below. If such amortization is in cash, the payment will be
at 104% of the monthly principal amortization amount. In addition this
prospectus includes 280,000 shares underlying a $125,000 convertible note and
up to 300,000 shares of common stock issuable upon the exercise of a common
stock purchase warrant at $.50 a share. The convertible note is convertible
into common stock at a fixed rate of $.50 per share.
In connection with the foregoing, we have examined, among other things,
the Registration Statement and originals or copies, satisfactory to us, of all
such corporate records and of all such other agreements, certificates and
documents (including instruments evidencing or setting forth the terms and
provisions of the Convertible Securities) 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 originals and the conformity
with the original documents of documents submitted to us as copies. As to any
facts material to such opinion, we have, to the extent that relevant facts were
not independently established by us, relied on certificates of public officials
and certificates, oaths and declarations of officers or other representatives
of the Company.
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 sold in the manner described in the Registration
Statement, legally and validly issued, and 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/ Owen Naccarato, Esq.
Naccarato & Associates