Exhibit 5.1
DAVID B. STOCKER, LTD.
Attorney at Law
Suite 1075 Camelback Esplanade
2425 East Camelback Road
Phoenix, Arizona 85016
Telephone: 602-852-5445
Facsimile: 602-852-5446
E-mail: david.stocker@azbar,org
January 25, 2006
Board of Directors
Creative Eateries Corporation
7400 E. McDonald Suite 121
Scottsdale, AZ 85250
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Creative Eateries Corporation, a Nevada
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement"), under the Securities Act
of 1933, as amended (the "Act"), relating to 5,000,000 shares (the "Shares") of
Common Stock, $0.001 par value per share, which may be issued under the
Company's 2005-2006 Qualified Stock Option Plan (the "Plans")and Independent
Contractor/Consulting Agreements.
As special counsel to the Company, I have examined such corporate records,
documents and such question of law as I have considered necessary or appropriate
for purposes of this opinion and, upon the basis of such examination, advise you
that in my opinion, the Shares being registered pursuant to the Registration
Statement, when issued, will be duly authorized, legally issued, fully paid and
non-assessable. This opinion does not cover any matters related to any re-offer
or re-sale of the shares by any plan beneficiaries, once properly and legally
issued pursuant to the plan as described in the Registration Statement.
My opinions are qualified in all respects by the scope of the document
examination and I make no representation as to the sufficiency of my
investigation for your purpose. I have not made any document examination or
rendered any other advice other than as described herein and I at all times have
assumed and relied upon the truth and completeness of the information,
statements and representations which have been given by the Company to me. I do
not express any opinion with respect to the
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completeness, adequacy, accuracy or any other aspect of the financial
statements, incorporated by reference in the Registration Statement.
In rendering my opinion, I have assumed, without independently verifying
such assumptions, and this opinion is based upon and conditioned upon the
following:
(i) the genuineness of the signatures on and enforceability of all
instruments, documents and agreements examined by me and the authenticity of all
documents furnished for my examination as originals and the conformity to the
original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly executed on or as of the date stated and that execution and delivery
was duly authorized on the part of the parties thereto; (iii) each of the
foregoing certificates, instruments and documents being duly authorized,
executed and delivered by or on behalf of all the respective parties thereto,
and such instruments and documents being legal, valid, binding obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the documents; and (v) the Company will be operated in accordance with the
terms of its charter documents and the laws of the State of Nevada and the terms
of the instruments referred to above.
I am admitted to practice in the State of Arizona. I am not admitted in any
other jurisdictions other than Arizona in which the Company may own property or
transact business. My opinions herein are with respect to federal law only, and
to the extent my opinions are derived from the laws of other jurisdictions, are
based upon an examination of all relevant authorities and the documents
referenced herein and are believed to be correct. I have not directly obtained
legal opinions as to such matter from attorneys licensed in such other
jurisdictions. No opinion is expressed for any conflict of laws issues. My
opinions are qualified to the extent that enforcement of rights and remedies are
subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and other
laws of general application or equitable principles affecting the rights and
remedies of creditors and security holders and to the extent that the
availability of the remedy of specific performance or of injunctive relief is
subject to the discretion of the court before which any proceeding may be
brought.
This opinion is limited to matters existing as of this date, and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.
I hereby consent to the inclusion of my opinion filed as an exhibit to the
Registration Statement. I further consent to the reference to me and my
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opinion under the caption "Legal Opinion and Experts" in the Prospectus. This
consent is not to be construed as an admission that I am a person those consent
is required to be filed under the Registration Statement under the provisions of
the Act. This opinion is not to be used, circulated, quoted or otherwise
referred to for any purposes without our prior written consent. This opinion is
based upon our knowledge of the law and facts as of the date hereof. This
opinion does not address or relate to any specific state securities laws. We
assume no duty to communicate with the Company in respect to any matter which
comes to our attention hereafter.
Very truly yours,
/s/ David B. Stocker
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David B. Stocker