EXHIBIT 5.1
Legal Opinion of Loeser Barnett
LOESER BARNETT
Three Sylvan Road South
Westport, CT 06880
TELEPHONE (203) 222-0002 FACSIMILE (203) 222-1221
August 31, 2006
Board of Directors
Trudy Corporation
353 Main Avenue
Norwalk, CT 06851
Re: Form S-8 Registration Statement---Opinion of Counsel
Dear Members of the Board:
You have requested our opinion with respect to certain matters in connection
with the filing of a registration statement on Form S-8 (the "Registration
Statement") of Trudy Corporation (the "Company") with the Securities and
Exchange Commission covering the offering of an aggregate of 12,500,000 shares
of the Company's common stock, $.0001 par value (the "Shares"), pursuant to a
consulting agreement (the "Agreement") with Stanton, Walker & Company.
In connection with this opinion, we have examined the Registration Statement and
such other documents, records, certificates, memoranda and other instruments as
we deemed necessary for the basis of this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as copies and the
due execution and delivery of all documents where due execution and delivery are
a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Agreement and the
Registration Statement and related prospectus, will be validly issued, fully
paid and non-assessable.
Further, we consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to this firm in any prospectus which is
incorporated by reference into and made a part of the Registration Statement.
Very truly yours,
LOESER BARNETT
By: /s/ CHARLES E. BARNETT
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Charles E. Barnett