Exhibit 5.1
OPINION AS TO LEGALITY
JOSEPH I. EMAS
ATTORNEY AT LAW
1224 Washington Avenue
Miami Beach, Florida 33139
(305) 531-1174 Facsimile:
(305) 531-1274
Email: jiemas@josephiemaspa.com
September 4, 2007
United States Securities and Exchange Commission
100 F Street
Washington, D.C. 20549
Re: Centaurus Resources Corp. (the "Company")
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, Delaware law including the statutory
provisions, all applicable provisions of the Delaware 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, covering the
registration under the Securities Act of 1933 of 1,000,000 shares (the
"Registered Shares") of the Company's common stock (the "Common Stock") to be
offered by the Company on a self-underwritten, best efforts, 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 Delaware, with
corporate power to conduct its business as described in the
Registration Statement.
2. The Company has an authorized capitalization of 80,000,000 shares of
Common Stock, $0.0001 par value and no shares of Preferred Stock.
3. The shares of Common Stock currently issued and outstanding are duly
and validly issued as fully paid and non-assessable, pursuant to the
corporate law of the State of Delaware (Delaware General Corporation
Law).
4. The 1,000,000 shares of Common Stock offered in the Registration
Statement, when issued, shall be duly and validly issued as fully paid
and non-assessable, pursuant to the corporate law of the State of
Delaware (Delaware General Corporation Law).
This opinion includes my opinion on Delaware law including the Delaware
Constitution, all applicable provisions of Delaware statutes, and reported
judicial decisions interpreting those laws.
This opinion letter is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated. I hereby consent
to the use of my opinion as herein set forth as an exhibit to the Registration
Statement and to the use of my name under the caption "Legal Matters" in the
prospectus forming a part of the Registration Statement. In giving this consent,
I do not hereby admit that I come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.
Very truly yours,
/s/ Joseph I. Emas
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JOSEPH I. EMAS, ESQUIRE