EXHIBIT 5.1
March 2_, 2006
Mazal Plant Pharmaceuticals Inc.
43 West 33rd Street
New York, NY 10001
Re: Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel for Mazal Plant Pharmaceuticals Inc, a Nevada
corporation (the "Company"), in connection with the preparation of the recently
amended registration statement on Form SB-2 (the "Registration Statement") to be
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Act of 1933, as amended (the "Act"), relating to the offering by
the Company of up to 10,000,000 shares of common stock described in the
Registration Statement ("Offering") and the registration for resale by certain
selling security holders of the Company of up to 7,580,000 shares of common
stock in connection with the registration for resale of (a) up to 6,580,000
shares of our common stock and (b) the registration for resale of up to
1,000,000 shares of our common stock which may be issued upon exercise of a
warrant that was issued in a transaction exempt from registration ( collectively
with the shares being offered in the Offering " the Shares").
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of the Articles of Incorporation of
the Company, the Company's Bylaws, the Registration Statement, resolutions of
the Board of Directors of the Company relating to the proposed registration and
issuance of the Shares and copies of such other agreements, instruments and
documents as we have deemed necessary to enable us to render the opinion
hereinafter expressed and we have not examined nor reviewed any documents other
than those specified above, nor have we conducted any independent factual
investigation in connection with this opinion.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as copies, the authenticity of the originals of such
latter documents and the accuracy and completeness of all public records
reviewed. As to any facts material to the opinions expressed herein which were
not independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.
Based upon the foregoing, we are of the opinion that the Shares of common
stock to be sold as part of the Offering described in the Registration Statement
will be, when issued in accordance with the terms of the Offering, validly
issued, fully paid and non-assessable except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally (including, without limitation, fraudulent
conveyance laws), and by general principles of equity including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance or injunctive relief,
regardless of whether considered in a proceeding in equity or at law.
Based upon the foregoing, we are of the opinion that the Shares of common
stock to be registered for resale pursuant to the Registration Statement are
validly issued, fully paid and non-assessable except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting creditors' rights generally (including, without limitation,
fraudulent conveyance laws), and by general principles of equity including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in equity or at law.
Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued upon exercise of any options duly granted have been duly and
validly authorized and, when the Shares have been paid for in accordance with
the terms of the warrant agreement such Shares will be duly and validly issued,
fully paid and non-assessable except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally (including, without limitation, fraudulent
conveyance laws), and by general principles of equity including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance or injunctive relief,
regardless of whether considered in a proceeding in equity or at law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This opinion is expressly limited to the matters set
forth above and we render no opinion, whether by implication or otherwise, as to
any other matters. We assume no obligation to update or supplement this opinion
to reflect any facts or circumstances that arise after the date of this opinion
and come to our attention, or any future changes in law. In giving this consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act, and the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ SR Kronengold