Exhibit 5
JOSEPH I. EMAS
ATTORNEY AT LAW
1224 Washington Avenue
Miami Beach, Florida 33139
(305) 531-1174 Facsimile:
(305) 531-1274
Email: jiemas@bellsouth.net
October 25, 2006
United States Securities and Exchange Commission
100 F Street
Washington, D.C. 20549
Re: Sopac Cellular Solutions, Inc.
Ladies and Gentlemen:
As counsel for the Company, I have examined the Company's certificate of
incorporation, by-laws, and such other corporate records, documents and
proceedings and such questions of laws I have deemed relevant for the purpose of
this opinion, including but not limited to, Nevada law including the statutory
provisions, all applicable provisions of the Nevada Constitution and reported
judicial decisions interpreting those laws. In my examination, I have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to me as originals, and conformity with the originals of all documents submitted
to me as copies thereof. In addition, I have made such other examinations of law
and fact, as I have deemed relevant in order to form a basis for the opinion
hereinafter expressed.
I have also, as counsel for the Company, examined the Registration Statement
(the "Registration Statement") of your Company on Form SB-2 and any amendments,
covering the registration under the Securities Act of 1933 of up to 700,000
shares (the "Registered Shares") of the Company's common stock (the "Common
Stock") to be offered by the Company on a self-underwritten, best effort,
all-or-none basis.
My review has also included the form of prospectus for the issuance of such
securities (the "Prospectus") filed with the Registration Statement.
On the basis of such examination, I am of the opinion that:
1. The Company is a corporation duly authorized and validly existing and
in good standing under the laws of the State of Nevada, with corporate
power to conduct its business as described in the Registration
Statement.
2. The Company has an authorized capitalization of 75,000,000 shares of
Common Stock, $0.001 par value and no shares of Preferred Stock.
3. I am of the opinion that all of the Registered Shares are validly
issued, fully paid and non-assessable pursuant to the corporate law of
the State of Nevada (Chapter 78A of the Nevada Revised Statutes).
4. I am of the opinion that all of the shares of Common Stock of the
Company to be sold under the Form SB2 are validly issued, fully paid
and non-assessable pursuant to the corporate law of the State of
Nevada (Chapter 78A of the Nevada Revised Statutes).
This opinion includes my opinion on Nevada law including the Nevada
Constitution, all applicable provisions of Nevada statutes, and reported
judicial decisions interpreting those laws.
I hereby consent to the use of my name in the Registration Statement and
Prospectus and I also consent to the filing of this opinion as an exhibit
thereto.
Very truly yours,
/s/ Joseph I. Emas
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JOSEPH I. EMAS, ESQUIRE