Exhibit 5.1
[LETTERHEAD OF THE ERTZ LAW GROUP]
October 27, 2009
United States Securities and Exchange Commission
100 F Street
Washington, D.C. 20549
Re: Legal Opinion Pursuant to Sec Form S-1 Registration Statement - Saguaro
Resources, Inc. (The "Company"), a Delaware Corporation
Ladies and Gentlemen:
I have acted as special counsel to the Company for the limited purpose of
rendering this opinion in connection with the Registration Statement on Form S-1
and the Prospectus included therein (collectively the "Registration Statement")
which is being filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act") with respect to the registration
and proposed sale of up to 2,000,000 shares of Common Stock, par value $0.0001
per share, which may be sold at a price of $0.01 per share, pursuant to a
resolution of the Board of Directors dated July 14, 2009 authorizing such
issuance.
I was not engaged to prepare any portion of the Registration Statement, and
although I have reviewed the Registration Statement for the purposes of writing
the opinions contained herein, I express no opinion as to the accuracy or
adequacy of the disclosure contained in the Registration Statement.
In my capacity as special counsel to the Company, I have examined instruments,
documents, and records, which I have deemed relevant and necessary for the basis
of my opinion, including, but not limited to, the Certificate of Incorporation
of the Company, the By-Laws of the Company, and the records of corporate
proceedings relating to the issuance of Shares. Additionally, I have reviewed
and made such other examinations of law and fact as I have deemed relevant to
form the opinion hereinafter expressed.
I have examined such documents in light of the applicable laws of the State of
Delaware, including the Delaware Constitution, all applicable provisions of
Delaware statutes, and reported judicial decisions interpreting those laws.
In such examinations, I have assumed:
(a) the legal capacity of all natural persons;
(b) the authenticity and completeness of all instruments presented as
original documents;
(c) the conformity to the authentic originals of all documents supplied to
me as certified or photostatic or faxed copies;
(d) the genuineness of all signatures; and
(e) the truth, accuracy, and completeness of the information,
representations, and warranties contained in the records, documents,
instruments, and certificates I have reviewed.
In conducting my examination of documents executed by parties other than the
Company, I have assumed that such parties had the power, corporate, limited
liability company or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action, corporate,
limited liability company or other, and the due execution and delivery by such
parties of such documents and that, to the extent such documents purport to
constitute agreements, such documents constitute valid and binding obligations
of such parties.
Based upon and subject to the foregoing, I make the following opinion on the
legality of the securities being registered. I am of the opinion that:
1. The Company is a corporation duly authorized and validly existing
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 100,000,000 shares of
Common Stock, $0.0001 par value and no shares of Preferred Stock.
3. The 2,000,000 shares that are being offered by the Company, upon the
due execution by the Company and the registration by its registrar of
such shares, the sale thereof by the Company in accordance with the
terms of the Registration Statement and after the effectiveness of the
Registration Statement, and the receipt of consideration therefore in
accordance with the terms of the Registration Statement, such shares
will be duly and validly issued, fully paid and non-assessable.
This opinion letter is limited to the status of shares to be issued under the
Registration Statement, and no opinion is implied or may be inferred beyond the
matters expressly stated.
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I hereby consent to the filing of this opinion with the U.S. Securities and
Exchange Commission as an Exhibit to the Registration Statement and to the
reference to this firm under the heading "Experts" in the Prospectus. In giving
this consent, I do not hereby admit that I am an "Expert" under the Act, or the
rules and regulations of the SEC issued thereunder, with respect to any part of
the Registration Statement, including this exhibit. Further, in giving this
consent I do not admit that I come within the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the SEC
promulgated therein or Item 509 of Regulation S-K.
Very Truly Yours,
THE ERTZ LAW GROUP
/s/ Abby L. Ertz, Esq.
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Abby L. Ertz, Esq.