Exhibit 5.1
Robert M. Kern, Esq.
23676 Blythe Street
West Hills, California 91304
(818) 592-0860 (Phone)
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October 11, 2001
Gump & Company, Inc.
192 Searidge Court
Shell Beach, California 93449
Re: Registration Statement on Form SB-2 of Gump & Company, Inc.
Gentlemen:
We are acting as counsel for Gump & Company, Inc., a Delaware
corporation (the "Company" or "Gump"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of the offer and sale of up
to 1,000,000 shares of the Company's common stock, par value $0.01 per share
(the "Shares") by Mark A. DiSalvo, the selling stockholder. Amendment No. 2 to
the Registration Statement on Form SB-2 covering the offer and sale of the
Shares (the "Registration Statement") is expected to be filed with the
Securities and Exchange Commission on or about the date hereof.
In reaching the conclusions expressed in this opinion, we have examined
and relied upon the originals or certified copies of the Company's Certificate
of Incorporation as filed on September 28, 1988 with the Delaware Office of the
Secretary of State, Certificate of Amendment as filed on October 1, 1993 with
the Delaware Office of the Secretary of State, Certificate of Change of
Registered Agent as filed on February 14, 1995 with the Delaware Office of the
Secretary of State, Certificate of Amendment as filed on August 29, 1997 with
the Delaware Office of the Secretary of State, a Certificate dated September 6,
2001 from the Delaware Office of the Secretary of State certifying that the
Company's Certificate of Incorporation and amendments thereto are on file with
the Office of the Secretary of State and the filing date of such certificates.
We have also examined the Bylaws of the Company, the Selling Stockholder
Agreement dated September 5, 2001 between the Company and Mark A. DiSalvo and
minutes of the Company's director and shareholder meetings. In making the
foregoing examinations, we have assumed the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all copies submitted to
us.
Based solely upon the foregoing and limited in all respects to the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America, it is our opinion that the Shares issued to and owned
by Mark A. DiSalvo which are being offered for sale by Mark A. DiSalvo under the
Registration Statement have been duly authorized, validly issued, fully paid and
are nonassessable.
EXHIBIT 5.1 - Page 1
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm therein under the
caption `Legal Opinions."
Very truly yours,
/s/ Robert M. Kern
Robert M. Kern
EXHIBIT 5.1 - Page 2