Exhibit 5.1
Stepp Law Corporation
15707 Rockfield Blvd.
Suite 101
Irvine, California 92618
949.660.9700
May 1, 2012
PN Med Group Inc.
San Isidro, Depot 618
Santiago, Chile 8240400
Attention: Pedro Perez Niklitschek
Re: Registration Statement on Form S-1
Dear Mr. Niklitschek:
As special counsel to PN Med Group Inc., a Nevada corporation (the "Company"),
we have been requested to provide our opinion regarding 5,000,000 shares of the
Company's $.001 par value common stock to be registered for sale by the Company
pursuant to the provisions of that certain registration statement on Form S-1,
which is anticipated to be filed by the Company with the Securities and Exchange
Commission (the "SEC") (the "Registration Statement")(the "Shares").
Accordingly, the purpose of this letter is to respond, in writing, to that
request and furnish that opinion. The opinion specified in this letter is
limited to Nevada law.
For purposes of providing the opinion specified in this letter, we have made
such legal and factual examinations and inquiries, including an examination of
photocopies, identified to our satisfaction being true copies of various records
of the Company, including the Registration Statement and such other documents,
instruments, corporate records and public records as we have deemed necessary or
appropriate. Also, we have obtained from officers of the Company and relied
upon, such certificates, representations and assurances as we deem necessary or
appropriate for the purposes of providing that opinion.
Without limiting the generality of the foregoing, we have, with your permission,
assumed without independent verification that (i) each natural person executing
a document has sufficient legal capacity to do so; (ii) all documents submitted
to us as originals are authentic, the signatures on all documents that we have
examined are genuine and all documents submitted to us as photocopies,
electronic or facsimile copies conform to the original document; and (iii) all
records made available to us by the Company and all public records we have
reviewed are accurate and complete.
Based upon the foregoing and in reliance thereon, and subject to the
qualifications, limitations, exceptions and assumptions specified in this
letter, it is our opinion that the Shares (i) have been duly and validly
authorized for issuance and (ii) when issued pursuant to the Registration
Statement, will be validly issued, fully paid, and non-assessable.
PN Med Group Inc.
May 1, 2012
Page 2
We confirm that we furnish no opinion with respect to the truth and accuracy or
the completeness of the Registration Statement. The opinion specified in this
letter is expressly limited to the matters specified in this letter, and we
furnish no opinion, express or implied, as to any other matter relating to the
Company or its securities. Accordingly, no provision of this letter is intended
to, nor shall any such provision, be construed as an opinion concerning any
matter not specified in this letter.
The opinion specified in this letter is as of the date of this letter, and we
assume no obligation to update or supplement that opinion, if any applicable law
changes after the date of this letter or if we become aware after the date of
this letter of any fact, whether existing before or occurring after the date of
this letter, that might change the opinion specified in this letter.
The opinion specified in this letter is furnished in connection with the filing
of the Registration Statement with the Commission and may not be relied upon for
any other purpose without our prior written consent in each instance.
Additionally, no portion of this letter may be quoted, circulated or referred to
in any other document for any other purpose without our prior written consent.
We consent to the (i) use of this letter as an exhibit to the Registration
Statement, (ii) disclosure in the prospectus portion of the Registration
Statement of the opinion specified in this letter, and (iii) use of our name in
the Registration Statement in connection with that opinion. In giving the
foregoing consent, we do not hereby admit that we are in the category of persons
whose consent is required pursuant to Section 7 of the Securities Act of 1933,
or the rules and regulations of the Securities and Exchange Commission.
The Company is hereby advised, urged, and encouraged to consult with and, if
appropriate, retain securities counsel in each jurisdiction outside the United
States in which the Shares may be offered and sold regarding compliance with the
securities laws of such jurisdiction.
Finally, of course, in the event that you have questions or comments regarding
this matter, please do not hesitate to contact us. Thank you.
Sincerely,
STEPP LAW CORPORATION
/s/ Thomas E. Stepp, Jr.
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By: Thomas E. Stepp, Jr.