EXHIBIT 5.1
EXHIBIT 23.1
Michael A. Littman
Attorney at Law
7609 Ralston Road
Arvada, CO 80002
303-422-8127 * 303-431-1567 fax
April 26, 2007
Tombstone Cards, Inc.
5380 Highlands Drive
Longmont, CO 80503
Re: SB-2/A #2 Registration Statement for common shares of Tombstone Cards, Inc.
Gentlemen:
At your request, I have examined Registration Statement No. 333-138184
which is being filed with the Securities and Exchange Commission ("SEC"), on
Form SB-2/A (the "Amended Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended, of 1,790,000 Units
consisting of one common share and one "A" Warrant and one "B" Warrant,
1,500,000 Shares of Common Stock of Selling Shareholders, 1,790,000 shares
comprising part of the Units being Registered, 1,730,000 "A" Warrants, 1,790,000
"B" Warrants, 1,790,000 common Shares underlying "A" Warrants at $2.00 per
Share, 1,790,000 common Shares underlying "B" Warrants at $5.00 per Share,
600,000 common Shares underlying Consultant Warrants at $0.55 per Share, 60,000
common Shares underlying Placement Agent Warrants (for Units consisting of
Shares and "A" and "B" Warrants) at $0.60 per Share and 150,000 Employee Options
at $0.55 per Share (the "Shares").
In rendering the following opinion, I have examined and relied only upon
the documents, and certificates of officers and directors of the Company as are
specifically described below. In my examination, I have assumed the genuineness
of all signatures, the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with the original documents of
all documents submitted to me as copies. My examination was limited to the
following documents and not others:
a. Certificate of Incorporation of the Company, as amended to date;
b. Bylaws of the Company, as amended to date;
c. Certified Resolutions adopted by the Board of Directors of the Company
authorizing the issuance of the Stock.
d. The Amended Registration Statement as filed with the SEC as of the
date hereof.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy of
accuracy of such documents and records.
Based on the foregoing, it is my opinion that the Stock being registered
under the Amended Registration Statement, as issued, is and will be duly and
validly authorized, fully paid and non-assessable under Colorado Laws.
I express no opinion as to compliance with the Securities Acts or "blue
sky" laws of any state in which the Stock is proposed to be offered and sold or
as to the effect, if any, which non-compliance with such laws might have on the
validity of transfer of the Stock.
I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the Stock described in the Amended Registration Statement in connection with the
offering described therein.
This opinion covers only matters of Colorado law and nothing in this
opinion shall be deemed to imply any opinion related to the laws of any other
jurisdiction. Nothing herein shall be deemed to relate to or constitute an
opinion concerning any matters not specifically set forth above.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Amended Registration Statement.
Sincerely,
/s/Michael A. Littman
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Michael A. Littman