EXHIBIT 5.1
JEFFREY G. KLEIN, P.A.
2600 NORTH MILITARY TRAIL, SUITE 270
BOCA RATON, FLORIDA 33431
Telephone: (561)997-9920 Telefax: (561)241-4943
December 15, 2008
Board of Directors
Beta Music Group, Inc.
150 East Angelino Ave.
Suite 1426
Burbank, CA 91502
Re: Registration Statement on Form S-1
Distribution to the shareholders of Pop Starz Records, ("PSR") shares
of common stock in Beta Music Group, Inc. (the "Registrant" or "the
"Company")
Ladies and Gentlemen:
We are acting as counsel to Beta Music Group, Inc., a Florida
corporation (the "Company"), in connection with the filing of the Company's
Registration Statement on Form S-1 (the "Registration Statement") and the
distribution of the above referenced securities to the shareholders of PSR,
This opinion letter is furnished to you at your request to enable you
to satisfy certain requirements for the filing of the Form S-1 Registration
Statement with the Securities and Exchange Commission.
In preparation of this opinion letter, we have reviewed the certificate
of incorporation as amended, by-laws as amended, and minutes of meetings and
actions of the Board of Directors of the Parent and the Registrant, and such
other documents deemed relevant (the "Documents").
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based on the laws of the state of Florida. We
express no opinion herein as to any other laws, statutes, ordinances, rules, or
regulations.
Based on the facts and representations contained in the
above-referenced documents, we are of the opinion that:
1. The Registrant is a corporation duly incorporated, validly existing
and in good standing under the laws of the state of Florida and has the
requisite corporate power to own, lease and operate its properties and assets,
and to carry on its business as presently conducted.
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2. The Parent is a corporation duly incorporated, validly existing and
in good standing under the laws of the state of Florida and has the requisite
corporate power to own, lease and operate its properties and assets, and to
carry on its business as presently conducted. It is the legal owner of the
shares of common stock being registered and has the requisite corporate
authority to distribute the subject shares to its shareholders as a dividend.
3. The shares of common stock issuable to the PSR shareholders pursuant
to the terms of the Registration Statement have been duly authorized and when
delivered will be legally issued, fully paid and non-assessable.
4. The Registration Statement and the distribution of the common stock
thereunder, and subject to compliance with all conditions, if any, set forth in
the Registration Statement, will not (i) violate any provision of the
Registrant's Articles of Incorporation or Bylaws, (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of any material agreement, mortgage,
deed of trust, indenture, note, bond, license, lease agreement, instrument or
obligation to which the Registrant is a party, (iii) create or impose a lien,
charge or encumbrance on any property of the company under any agreement or any
commitment to which the company is a party or by which it is bound or by which
any of its respective properties or assets are bound, or (iv) result in a
violation of any federal, state, local or foreign statute, rule, regulation,
order, judgment, injunction or decree (including federal and state securities
laws and regulations) applicable to the Registrant or by which any property or
asset of the company is bound or affected, except for such conflicts, defaults,
terminations, amendments, accelerations, cancellations or violations as would
not, individually or in the aggregate, have a material adverse effect on the
Registrant.
5. This opinion is expressly qualified by the requirements that (i) the
appropriate notice be given to FINRA pursuant to SEC Rule 12b-17, and (ii) the
S-1 becomes effective pursuant to the rules of the SEC. In the event either of
these conditions is not met, the subject shares may not be issued and this
opinion will be null and void.
All opinions rendered herein are as of the date hereof and are based
upon the circumstances that exist at the present time, including, without
limitation, statutes, cases, regulations, facts and circumstances as they
currently exist, all of which are subject to change. I assume no obligation to
update or supplement the opinions given herein to reflect any facts or
circumstances, which may hereafter come to my attention, or any changes in laws
or interpretations thereof, which may hereafter occur.
Any qualification of the opinions herein "to my knowledge" means the
actual awareness of information by me by virtue of my involvement (i) in acting
as counsel to the Registrant in connection with the transactions contemplated by
the S-1, or (ii) in the preparation of this opinion. Any reference to "my
knowledge" does not create or infer any obligation on my part to have undertaken
any investigation or inquiry with respect to the matters to which such
references are made.
Except as to the matters, documents and transactions specifically
addressed herein, I express no opinion whatsoever, and no opinion whatsoever is
to be inferred, as to any other matter, document or transaction.
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This opinion letter has been prepared for your use in connection with
the Form S-1 Registration Statement and speaks as of the date hereof. We assume
no obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter. We hereby consent to the filing of this opinion
letter as Exhibit 5.1 to the Registration Statement and to the reference to this
firm under the caption "Legal Matters" in the prospectus constituting a part of
the Registration Statement.
This opinion is given in my capacity as an attorney admitted and in
good standing to practice law in the State of Florida, and incorporates by
reference the Report on Standards for Opinions of Florida Counsel as adopted by
the Business Law Section of The Florida Bar.
Sincerely,
/s/ Jeffrey G.Klein
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