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
September 15, 2009
Tombstone Technologies, Inc.
5380 Highlands Drive
Longmont, CO 80503
Re: Post-Effective Amendment No. 3 to Registration Statement on Form S-1 for
common shares of Tombstone Technologies, Inc.
Gentlemen:
At your request, I have examined Registration Statement No. 333-138184 which is
being filed with the Securities and Exchange Commission ("SEC"), as a
Post-Effective Amendment No. 3 to the Registration Statement on Form S-1 (the
"Amended Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of
(a) 1,500,000 Shares of Common Stock of Selling Shareholders,
(b) 1,730,000 outstanding shares of Common Stock of Selling Shareholders
(c) 60,000 Shares underlying Placement Agent Warrants
(d) 600,000 common shares underlying Consultant Warrants at $0.55 per share
(e) 150,000 Shares underlying Employee/Consultant Options at $0.55 per Share
(the "Offering") of our Company, Tombstone Technologies, Inc., a Colorado
corporation.
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.
Based on the foregoing, it is my opinion that the securities being registered
under the Amended Registration Statement, including stock, units, warrants, and
shares underlying warrants and options as issued, are and will be duly and
validly authorized, fully paid and non-assessable under Colorado Laws and that
the Warrants and Options referenced are binding agreements.
I express no opinion as to compliance with the Securities Acts or "blue sky"
laws of any state in which the securities 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 securities.
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 securities 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
Michael A. Littman