EXHIBIT 5.1
LAW OFFICES
OF
DAVID E. WISE, P.C.
ATTORNEY AT LAW
The Colonnade
9901 IH-10 West, Suite 800
San Antonio, Texas 78230
(210) 558-2858
April 29, 2011
David M. Daniels, President
National Health Partners, Inc.
120 Gibraltar Road, Suite 107
Horsham, Pennsylvania 19044
Re: National Health Partners, Inc. - Registration Statement on Form S-8
Dear Mr. Daniels:
We have acted as special counsel to National Health Partners, Inc., an
Indiana corporation ("Company"), in connection with a Registration Statement on
Form S-8, filed with the Securities and Exchange Commission on April 27, 2011
("Registration Statement"). The Registration Statement covers 12,000,000 shares
and options to purchase shares of the Company's common stock ("Common Stock"),
to be issued pursuant to the Company's 2011 Employee and Consultant Stock Plan
No. 2 ("2011 Plan").
In connection with this opinion, we have examined (i) the Articles of
Incorporation, as amended, and By-Laws of the Company; (ii) the resolutions of
the Board of Directors evidencing the corporate proceedings taken by the Company
to authorize the adoption of the 2011 Plan; (iii) the Registration Statement
(including all exhibits thereto); (iv) your responses to our Form S-8
Questionnaire and the Company's covenants and undertakings contained therein;
and (v) such other documents as we have deemed appropriate or necessary as a
basis for the opinion hereinafter expressed.
In rendering this opinion, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as certified or
photo static copies. As to questions of fact material to this opinion, where
such facts have not been independently established, and as to the content and
form of the Articles of Incorporation and amendments thereto, By-Laws, minutes,
records, resolutions and other documents and writings of the Company, we have
relied to the extent we deem reasonably appropriate upon your representations or
certificates of officers or directors of the Company without independent check
or verification of their accuracy.
Unless an employment agreement or consulting agreement has been provided to
us and is included as an exhibit to the Registration Statement, we have not been
asked to draft, review or opine as to such employment agreement's or consulting
agreement's compliance with the terms and conditions of the 2011 Plan or the
Company's compliance with the General Instructions to Form S-8.
This opinion is being issued solely to the Company in connection with the
requirements of the Securities and Exchange Commission ("SEC") rules related to
Form S-8 registration statements. This opinion shall not be relied upon by the
Company or any person to whom the Company grants options to purchase common
stock, awards common stock or issues common stock, as each option grant, stock
award and stock issuance under the Plan must be carefully considered and
approved by the Company's board of directors, which is the final arbiter of
compliance with the 2011 Plan and applicable SEC rules and regulations.
Moreover, this opinion shall not be relied upon by (i) persons who receive
options or shares of common stock under the 2011 Plan, (ii) broker-dealers who
are asked to sell such common stock through channels of securities distribution,
(iii) banks, lenders or other assignees or pledgees of any person receiving
options or shares of common stock under the 2011 Plan, as a separate legal
opinion ("Separate Opinion") shall be required in order for such persons to
obtain their options or shares of common stock, for the transfer agent or
registrar to issue options or shares of common stock under the 2011 Plan and for
any broker-dealer planning to sell such shares of common stock on the open
market, and such Separate Opinion shall be based on the specific circumstances
related to such option holders, shareholders, option grants, stock issuances and
stock sales in light of the terms and conditions of the 2011 Plan and the
applicable SEC rules and regulations.
Based upon and subject to the foregoing, and having due regard for such
legal considerations as we deem relevant, we are of the opinion that the
12,000,000 shares of common stock reserved for issuance under the 2011 Plan have
been duly authorized and upon payment for and issuance of the shares of common
stock in the manner described in the 2011 Plan, subject to distribution as
described in the Registration Statement, and subject to effectiveness of the
Registration Statement described above, such shares will be legally issued,
fully paid and nonassessable.
We call your attention to the fact that the undersigned is a member of the
Texas Bar and the Company is an Indiana corporation. We are familiar with
Indiana Corporate Law to an extent where we are able to form this opinion.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference made to this firm under the heading
"Interests of Named Experts and Counsel" in the Prospectus contained in the
Registration Statement and all amendments thereto, but we do not consent to the
use of this opinion for any other purpose.
Sincerely,
/s/ David E. Wise
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David E. Wise, Attorney at Law