EXHIBIT 5.1
December 27, 2004
Contrarian Public Investment I, Inc.
735 Broad Street, Suite 218
Chattanooga, Tennessee 37402
Re: Registration Statement Form S-1 of up to 16,850,000 Shares of Common Stock
of Contrarian Public Investment I, Inc.
Ladies and Gentlemen:
We have acted as counsel to Contrarian Public Investment I, Inc., a Colorado
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-1 filed by the Company with the Securities and Exchange
Commission (the "Commission") on the date hereof (the "Registration Statement"),
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement relates to the registration through the Securities Act of
the offer and sale by the Company and certain selling stockholders of the
Company listed in the Registration Statement, from time to time, pursuant to
Rule 415 of the Securities Act, of up to 16,850,000 shares of Common Stock, par
value $0.001 per share of the Company (the "Securities").
We have examined and relied on originals or copies, certified or otherwise
identified to our satisfaction of (i) the Certificate of Incorporation and
Bylaws of the Company, each as amended and/or restated as of the date hereof,
(ii) the Registration Statement and all exhibits thereto, (iii) the Minutes and
Resolutions of the Board of Directors of the Company authorizing and improving
the issuance of the Securities and the Registration Statement and (iv) such
other statutes, records, certificates, agreements, and documents as we have
deemed necessary or appropriate for purposes of the opinion hereafter expressed.
As to various questions of the fact material to the opinion hereinafter
expressed, we have relied in part, and to the extent we have deemed necessary or
appropriate, without independent check or verification of their accuracy, on the
representation and warranties of the Company contained in the records,
certificates, agreements, instruments, and documents furnished or made available
to us by the Company or the officers or other representatives of the Company,
including, without limitation, the representations of the Company regarding
receipt of consideration for the Securities (having a value not less than the
par value of the Securities). In making the foregoing examinations, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies thereof, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, subject to the assumptions, qualifications,
limitations, and exceptions set forth herein, and reliance on the statements of
facts contained in the documents that we have examined, we are of the opinion
that the Securities have been duly authorized and are validly issued, fully paid
and nonassessable.
The opinions expressed herein are limited to the federal laws of the United
States of America and, to the extent relevant to the opinion expressed herein,
the Colorado Revised Statutes (the "CRS") and applicable provisions of the
Colorado Constitution, and each case is currently in effect, and judicial
decisions reported as the date hereof and interpreting the CRS in such
provisions of the Colorado Constitution.
You have informed us that the selling stockholders may sell the Securities from
time to time on a delayed basis. This opinion is limited to the laws referred to
above as in effect on the date hereof as to all facts as the currently exist.
We hereby consent to the filing of this opinion with the Commission as Exhibit
5.1 to the Registration Statement and to the use of our name under the "Legal
Matters" in the prospectus constituting a part of the Registration Statement. In
giving this consent, we are not admitting 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.
Very truly yours
/s/ Vial Hamilton Koch & Knox LLP
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Vial, Hamilton, Koch & Knox, L.L.P.