Exhibit 5
LAW OFFICE OF MICHAEL M. KESSLER, P.C.
December 14, 2005
Mr. Victor Manuel Savceda
Gemwood Productions
C Alta Mar 157 Fracc Baja Del Mar
Playas de Rosarito BC 22710 Mexico
RE: Registration Statement on Form SB-2A of 900,000 shares of the Company's
Common Stock Under the Securities Act of 1933 (the "Registration
Statement"), of Gemwood Productions, Inc., a Nevada corporation (the
"Company")
Dear Mr. Savceda:
We have acted as special counsel for the Company for the limited purpose of
rendering this opinion in connection with the registration (pursuant to the
Registration Statement) of the 900,000 shares (the "Shares") of the common
stock, par value $0.001 per share, of the Company.
In our capacity as special counsel to the Company, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of the
following documents:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. The records of corporate proceedings relating to the issuance of the
Shares and authorizing the offering.
4. Such other instruments and documents, if any, as we have believed to
necessary for the purpose of rendering the following opinion.
In such examinations, we have assumed the authenticity and completeness of all
documents, certificates and records submitted to us as originals, the conformity
to the original instruments of all documents, certificates and records submitted
to us as copies, and the authenticity and completeness of the originals of such
instruments. As to certain matters of fact relating to this opinion, we have
relied on the accuracy and truthfulness of certificates of officers of the
Company and on certificates of public officials, and have made such
investigations of law as we have believed necessary and relevant.
We do not express any opinion as to the laws of any other jurisdiction other
than the General Corporation Law of the State of Nevada (the "NVCL"), all
applicable provisions of the State of Nevada Constitution and all reported
judicial decisions interpreting those laws, as well as U.S. federal securities
law. No opinion is expressed herein with respect to the qualification of the
3436 AMERICAN RIVER DRIVE, SUITE 11
TELEPHONE (916) 239-4000
FACSIMILE (916) 239-4008
LAW OFFICE OF MICHAEL M. KESSLER, P.C.
Shares under the securities or blue sky laws of any state or any foreign
jurisdiction. This opinion is limited to the laws, including the rules and
regulations thereunder, as in effect on the date hereof. Based on the following
we are of the following opinion:
1. Gemwood Productions, Inc. (the "Company") is a duly and legally organized and
existing Nevada State Corporation, with its registered office located in Reno,
Nevada and its principal place of business located at C Alta Mar 157 Fracc Baja
Del Mar, Playas De Rosarito, B.C. 22710 Mexico. The Articles of Incorporation
and corporate registration fees were submitted to the Nevada Secretary of
State's office and filed with the office on February 7, 2005. The Articles of
Incorporation of the Company were amended by the filing of a Certificate of
Amendment after a proper shareholder vote on 22nd day of February 2005. The
Company increased its number of authorized shares to "Fifty Million Shares" with
a stated par value of $0.001. The Company's existence and form is valid and
legal pursuant to the representation above.
2. The Company is a fully and duly incorporated Nevada corporate entity. The
Company has one class of Common Stock at this time. Neither the Articles of
Incorporation, Bylaws, and amendments thereto, nor subsequent resolutions change
the non-assessable characteristics of the Company's common shares of stock. The
Common Stock previously issued by the Company is in legal form and in compliance
with the laws of the State of Nevada, and when such stock was issued, it was
fully paid for and non-assessable. The Common Stock to be sold under this Form
SB-2A Registration Statement is likewise legal under the laws of the State of
Nevada.
3. To our knowledge, the Company is not a party to any legal proceedings nor are
there any judgments against the Company, nor are there any actions or suits
filed or threatened against it or its officers and directors, in their
capacities as such, other than as set forth in the Registration Statement. We
know of no disputes involving the Company and the Company has no claim, actions
or inquires from any federal, state or other government agency, other than as
set forth in the Registration Statement. We know of no claims against the
Company or any reputed claims against it at this time, other than as set forth
in the Registration Statement.
4. The Company's outstanding shares are all common shares. There are no
liquidation preference rights held by any of the Shareholders upon voluntary or
involuntary liquidation of the Company.
5. By Directors' resolution dated September 30, 2005, the Company has authorized
the issuance of 900,000 shares of Common Stock for this offering. The Company's
Amended Articles of Incorporation presently provide the authority to the Company
to issue 50,000,000 shares of Common Stock, $0.001 par value.
Based upon the foregoing, we are of the opinion that the Shares being offered
for sale and issuable by the Company pursuant to this Registration Statement
LAW OFFICE OF MICHAEL M. KESSLER, P.C.
will be duly authorized and validly issued, fully paid and non-assessable when
issued, as contemplated by the Registration Statement.
We do hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the references to this firm in the Registration
Statement. In giving this consent, we do not hereby admit that we are acting
within 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.
Yours truly,
Law Office of Michael M. Kessler, P.C.
By: /s/ Michael M. Kessler, Esq
-----------------------------------