STRADLING YOCCA CARLSON & RAUTH
A PROFESSIONAL CORPORATION SAN FRANCISCO OFFICE
ATTORNEYS AT LAW 44 MONTGOMERY STREET, SUITE
660 NEWPORT CENTER DRIVE, SUITE 1600 4200
NEWPORT BEACH, CA 92660-6422 SAN FRANCISCO, CALIFORNIA 94104
TELEPHONE (949) 725-4000 TELEPHONE (415) 283-2240
FACSIMILE (949) 725-4100 FACSIMILE (415) 283-2255
SANTA BARBARA OFFICE
302 OLIVE STREET
SANTA BARBARA, CALIFORNIA 93101
TELEPHONE (805) 564-0065
FACSIMILE (805) 564-1044
SANTA MONICA OFFICE
233 WILSHIRE BOULEVARD, SUITE
830
SANTA MONICA, CALIFORNIA 90401
TELEPHONE (310) 437-2797
FACSIMILE (310) 451-6240
SAN DIEGO OFFICE
12230 EL CAMINO REAL, SUITE 130
SAN DIEGO, CALFIORNIA 92130
TELEPHONE
(858) 720-2150
FACSIMILE (858) 720-2160
Exhibit 5.1
August 11, 2006
Auxilio, Inc.
27401 Los Altos, Suite 100
Mission Viejo, California 92691
Re: Auxilio, Inc., Registration Statement on Form SB-2 - Registration
No. 333-135640
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form SB-2
(File No. 333-135640) filed by Auxilio, Inc., a Nevada corporation (the
"Company"), with the Securities and Exchange Commission, on July 7, 2006 (as
amended on August 11, 2006, and as may be further amended or supplemented, the
"Registration Statement") in connection with the offering from time to time by
certain security holders of the Company of 4,063,992 shares of the Company's
Common Stock (the "Selling Stockholder Shares").
As your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the authorization, issuance and sale of the Selling
Stockholder Shares.
Based on the foregoing, and subject to compliance with applicable state
securities laws, it is our opinion that the Selling Stockholder Shares have been
duly authorized by all necessary corporate action of the Company, and, upon
issuance, delivery and payment therefor in the manner contemplated by the
Registration Statement and the prospectus which is a part of the Registration
Statement (the "Prospectus"), will be validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Prospectus. 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 of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder, or Item 509 of
Regulation S-K.
Very truly yours,
STRADLING YOCCA CARLSON & RAUTH
/s/ Stradling Yocca Carlson & Rauth