EXHIBIT 5.1
LAW OFFICE
OF
STEWART A. MERKIN
ATTORNEY AT LAW
RIVERGATE PLAZA, SUITE 300
444 BRICKELL AVENUE
MIAMI, FLORIDA 33131
WWW.MERKINLAW.NET
E-MAIL: MERKIN@MERKINLAW.NET
TEL.: (305) 357-5556 FAX: (305) 358-2490
November 19, 2008
Ingen Technologies, Inc.
35193Avenue A, Suite C
Yucaipa, California 92399
To the Board of Directors:
I have been engaged as counsel for Ingen Technologies, Inc., a Georgia
corporation (the "Company") in connection with a proposed offering under the
Securities Act of 1933, as amended (the "Act") of 7,500,000 shares Common Stock,
no par value (the "Shares"), to be issued to Hans Gassner pursuant to that
certain Consulting Agreement, dated November 19, 2008 (the "Consulting
Agreement") and a registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission") in connection therewith.
In connection with rendering the opinion as set forth below, I have reviewed
and examined the following:
1. Articles of Incorporation of the Company, as amended;
2. Bylaws of the Company;
3. Consent to Action in Lieu of Meeting of the Directors of the Company dated
November 19, 2008;
4. Consulting Agreement;
5. Registration Statement on Form S-8 and exhibits thereto as filed with the
Commission on or about this date; and,
6. Other such documents and legal authorities as I deemed necessary for purposes
of rendering this opinion.
In my examination, I have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted as
originals, the conformity with the original documents of all documents submitted
to me as photocopies or facsimile copies, and the authenticity of the originals
of such copies. I have further assumed that Mr. Gassner will have completed the
required consulting services and/or provided consideration required under the
terms of the Consulting Agreement acceptable to the Board of Directors and that
any Shares to be issued pursuant to the subject agreement will have been
registered in accordance with the Act prior to the issuance of such Shares or
exempt from registration.
Based upon the foregoing and in reliance thereon, it is my opinion that, subject
to the limitations set forth herein, the Shares, when issued, will be duly and
validly authorized, legally issued, fully paid and non assessable shares of the
Company's Common Stock, no par value. This opinion is expressly limited in scope
to the Shares and does not cover subsequent issuances of shares.
I consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. This opinion is not to be used, circulated, quoted or
otherwise referred to, in whole or in part, for any other purpose without my
prior express written consent. This opinion is based upon my knowledge of the
law and facts as of the date hereof. I assume no duty to communicate with you
with respect to any matters that come to my attention hereafter.
Very truly yours,
/s/ Stewart A. Merkin
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Stewart A. Merkin, Esq.