Exhibit 5.1
TARTER
KRINSKY &
DROGIN LLP
ATTORNEYS AT LAW
470 PARK AVENUE SOUTH
NEW YORK, NY 10016
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TEL: (212) 481-8585
FAX: (212) 481-9062
December 3, 2003
AuGRID Corporation
2275 East 55th Street
Cleveland, Ohio 44103
Re: Form S-8 Registration Statement
Consulting Services Agreement with Optima Ventures, Inc.
Ladies and Gentlemen:
We have acted as counsel for AuGRID Corporation, a Nevada
corporation, (the "Corporation"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the
Corporation with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, and covering 50,000,000 shares of the
Corporation's Common Stock, $0.001 par value ("Common Stock"), that may be
issued pursuant to the agreement as set forth above (the "Agreement"). This
opinion letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of
Regulation S-K.
We have examined the Articles of Incorporation of the Corporation,
as amended, the Bylaws of the Corporation, as amended, records of proceedings of
the Board of Directors of the Corporation deemed by us to be relevant to this
opinion letter, the Registration Statement and other documents and agreements we
deemed necessary for purposes of expressing the opinion set forth herein. We
also have made such further legal and factual examinations and investigations as
we deemed necessary for purposes of expressing the opinion set forth herein.
As to certain factual matters relevant to this opinion letter, we
have relied upon certificates and statements of officers of the Corporation and
certificates of public officials. We have made no independent investigation with
regard thereto, and, accordingly, we do not express any opinion as to matters
that might have been disclosed by independent verification.
This opinion letter is provided to the Corporation and the
Commission for their use solely in connection with the transactions contemplated
by the Registration Statement and may not be used, circulated, quoted or
otherwise relied upon by any other person or for any other purpose without our
express written consent. The only opinion rendered by us consists of those
matters set forth in the sixth paragraph hereof, and no opinion may be implied
or inferred beyond those expressly stated.
We are admitted to practice law in the State of New York, and we
render this opinion only with respect to, and express no opinion herein
concerning the application or effect of the laws of any jurisdiction other than,
the existing laws of the United States of America, of the State of New York and
the General Corporation Law of the State of Nevada, Nevada Revised Statutes,
Chapter 78, and applicable case law thereunder.
Based on the foregoing, it is our opinion that the 50,000,000 shares
of Common Stock covered by the Registration Statement and to be issued pursuant
to the Agreement, when issued in accordance with the terms and conditions of the
Agreement, will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.
Sincerely,
/s/ TARTER KRINSKY & DROGIN LLP
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Tarter Krinsky & Drogin LLP