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
June 1, 2010
Board of Directors
Alpha Music Mfg Corp.
1400 NW 65th Avenue
Bay A
Plantation, FL 33312
Re: Registration Statement on Form S-1 Distribution of securities by Apollo
Capital Group, Inc. (f/k/a Apollo Entertainment Group, Inc. (the "Parent")
to the shareholders of Alpha Music Mfg Corp. (the "Registrant")
Ladies and Gentlemen:
We are acting as counsel to Alpha Music Mfg Corp., 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 its shareholders,
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 Parent's shareholders
pursuant to the terms of the S-1 have been duly authorized and when delivered
will be legally issued, fully paid and non-assessable.
4. The Registration Statement and the issuance of the common stock
thereunder, and subject to compliance with all conditions, if any, set forth in
the S-1, 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 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
Jeffrey G. Klein
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