Exhibit 5.1
DIANE D. DALMY
ATTORNEY AT LAW
8965 W. CORNELL PLACE
LAKEWOOD, COLORADO 80227
303.985.9324 (telephone)
303.988.6954 (facsimile)
ddalmy@earthlink.net
May 5, 2008
Ms. Vera Vechera
President/Chief Executive Officer
Tripod International, Inc.
5 Xinhua Street Office 1310
Tiexi District, Shenyang
Liaoning Province
China 110023
Re: Tripod International, Inc.
Registration Statement on Form S-1
Ladies and Gentlemen:
I have acted as special legal counsel for Tripod International, Inc., a Nevada
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-1 (the "Registration Statement"), filed with
the Securities and Exchange Commission on the date hereof. The Registration
Statement relates to the registration of an aggregate of 4,000,000 shares of
common stock of the Company (the "Common Stock") under the Securities Act of
1933, as amended (the "Securities Act'), for sale by the Company to investors
(the "Investors") in a direct public offering without any involvement of
underwriters or broker-dealers in accordance with the terms and provisions in
the Registration Statement (the "Offering").
Tripod International, Inc.
Page Two
May 5, 2008
In connection with this opinion, I have made such investigations and examined
such records, including: (i) the Registration Statement; (ii) the Company's
Articles of Incorporation, as amended; (iii) the Company's Bylaws; (iv) certain
records of the Company's corporate proceedings, including such corporate minutes
as I deemed necessary to the performance of my services and to give this
opinion; (v) an officer's certificate executed by Vera Vechera as the
President/Chief Executive Officer of the Company; and (vi) such other
instruments, documents and records as I have deemed relevant and necessary to
examine for the purpose of this opinion. I have examined and am familiar with
the originals or copies, certified or otherwise identified to my satisfaction,
of such other documents, corporate records and other instruments as I have
deemed necessary for the preparation of this opinion. I have also reviewed the
corporate proceedings of the Company with respect to the authorization of the
issuance of the shares of Common Stock. In expressing this opinion I have
relied, as to any questions of fact upon which my opinion is predicated, upon
representations and certificates of the officers of the Company.
In giving this opinion I have assumed: (i) the genuineness of all signatures and
the authenticity and completeness of all documents submitted to me as originals;
and (ii) the conformity to originals and the authenticity of all documents
supplied to me as certified, photocopied, conformed or facsimile copies and the
authenticity and completeness of the originals of any such documents. In giving
this opinion, I have relied upon certificates of incumbency and certificates of
officers of the Company, respectively.
I am providing this opinion to you in accordance with Item 601(b)(5) of
Regulation S-K promulgated under the Securities Act for filing as Exhibit 5.1 to
the Registration Statement. The opinions herein are limited to the Federal laws
of the United States of America and the law of the State of Nevada, including
all applicable provisions of the Constitution of the State of Nevada, statutory
provisions of the State of Nevada and reported judicial decisions of the courts
of the State of Nevada interpreting those laws. I do not express any opinion
concerning any law of any other jurisdiction or the local laws of any
jurisdiction.
Tripod International, Inc.
Page Three
May 5, 2008
Based upon the foregoing, I am of the opinion that the shares of Common Stock to
be issued to the Investors, when issued and sold in the manner described in the
Registration Statement, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name in the Prospectus constituting a part
thereof in connection with the matters referred to under the caption "Interests
of Named Experts and Counsel".
Sincerely,
/s/ Diane D. Dalmy
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Diane D. Dalmy