Exhibit 5.1
LAW OFFICE OF MICHAEL M. KESSLER, P.C.
May 26, 2010
Dr. Banch Luangaram
President/Director
Amerthai Minerals, Inc.
Foursons Inn, Rambutri Road
Pra Nakorn Bangkok 10200 Thailand
RE: Opinion of Counsel for Registration Statement on Form S-1 Under the
Securities Act of 1933 (the "Registration Statement") of Amerthai Minerals,
Inc., a Nevada corporation.
Dear Dr. Luangaram:
The Law Office of Michael M. Kessler, P.C, (the "Firm"). has acted as special
counsel for Amerthai Minerals Inc, Inc. a Nevada corporation (the "Company") for
the limited purpose of rendering this opinion in connection with the
registration (pursuant to the Registration Statement) of 2,500,000 shares (the
"Shares") of the common stock, par value $0.001 per share, of the Company
In our capacity as special counsel to the Company, we have examined originals,
or copies certified or otherwise identified to our satisfaction, the following
documents:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. The records of corporate proceedings relating to the issuance of the
Shares authorizing the offering.
4. Such other instruments and documents, if any, as we believe to be
necessary for the purpose of rendering the following opinion.
In such examinations, we have assumed the authenticity and completeness of all
documents, certificates and records submitted to us as originals, the conformity
to the original instruments of all documents, certificates and records submitted
to us as copies, and the authenticity and completeness of the originals of such
instruments. As to certain matters of fact relating to this opinion, we have
relied on the accuracy and truthfulness of certificates of officers of the
Company and on certificates of public officials, and have made such
investigations of law as we have believed necessary and relevant.
Michael M. Kessler, the principal of the firm is a licensed attorney. We do not
express any opinion as to the laws of any other jurisdiction other than the
General Corporation Law of the State of Nevada (the "NVCL"), all applicable
provisions of the State of Nevada Constitution and all reported judicial
decisions interpreting those laws as well as U.S. federal securities law. No
3436 AMERICAN RIVER DRIVE, SUITE 11
TELEPHONE (916) 239-4000
FACSIMILE (916) 239-4008
LAW OFFICE OF MICHAEL M. KESSLER, P.C.
opinion is expressed herein with respect to the qualification of the Shares
under the securities or blue sky laws of any state or any foreign Jurisdiction.
This opinion is limited to the laws, including the rules and regulations
thereunder, as in effect on the date hereof. Based on the following we have the
following opinion:
1. Amerthai Minerals, Inc. (the "Company") is a duly and legally organized and
existing Nevada State Corporation, with its office and mailing address located
at Foursons Inn, Rambutri Road Pra Nakorn Bangkok 10200 Thailand The Articles of
Incorporation and corporate registration fees were submitted to the Nevada
Secretary of State's office and filed with the office on January 27, 2010. The
Company's existence and form is valid and legal and active pursuant to the
representation above and from a review of the corporate filing information at
the Nevada Secretary of States Office as can be reviewed at Nevada Secretary of
States Office web site whose address is http://nvsos.gov/.
2. The Company is a fully and duly incorporated Nevada corporate entity. The
Company has one class of Common Stock at this time. Neither the Articles of
Incorporation, Bylaws, and amendments thereto, nor subsequent resolutions change
the non-assessable characteristics of the Company's common shares of stock. The
Common Stock previously issued by the Company is in legal form and in compliance
with the laws of the State of Nevada, and when such stock was issued it was
fully paid for and non-assessable. The common stock to be sold under this Form
S-1 Registration Statement is likewise legal under the laws of the State of
Nevada.
3. To our knowledge, the Company is not a party to any legal proceedings nor are
there any judgments against the Company, nor are there any actions or suits
filed or threatened against it or its officers and directors, in their
capacities as such, other than as set forth in the registration statement. We
know of no disputes involving the Company and the Company has no claim, actions
or inquiries from any federal, state or other government agency, other than as
set forth in the registration statement. We know of no claims against the
Company or any reputed claims against it at this time, other than as set forth
in the registration statement.
4. The Company's outstanding shares are all Common Shares. There is no
liquidation preference right held by the present Shareholder upon voluntary or
involuntary liquidation of the Company.
5. By directors' resolution, the Company has authorized the issuance of
2,500,000 shares of common stock for this offering. The Company's Articles of
Incorporation presently set the authorized capital stock of the Company at
75,000,000 shares designated as Common Stock, with a $0.001 par value.
Based upon the foregoing, we are of the opinion that the shares being offered
for sale and issuable by the Company pursuant to this Registration Statement
will be duly authorized and validly issued, fully paid and non-assessable when
issued as contemplated by the registration statement.
LAW OFFICE OF MICHAEL M. KESSLER, P.C.
The Firm does hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the references to this firm in the
Registration Statement. In giving this consent, I do not hereby admit that I was
acting within the category of persons whose consent is required under Section 7
of the Securities Act and the rules and regulations of the Securities and
Exchange Commission thereunder.
Yours truly,
/s/ Michael M. Kessler
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Law Office of Michael M. Kessler, P.C.
By: Michael M. Kessler, Esq