Exhibit 5.1
NACCARATO & ASSOCIATES
18301 Von Karman Avenue, Suite 430
Irvine, CA 92612
Telephone: (949) 851-9261 Facsimile: (949) 851-9262
June 27, 2006
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Datascension Inc.
Form SB-2 Registration Statement
Dear Sir or Madam:
We have acted as counsel for Datascension Inc., a Nevada corporation
(the "Company"), in connection with its Registration Statement on Form SB-2 and
subsequent amendments (the "Registration Statement") being filed with the
Securities and Exchange Commission relating to the registration for resale of
an aggregate of up to 29,242,930 shares of Datascension Inc.'s ("DSEN") common
stock, including up to 16,315,544 shares of common stock underlying
convertible notes in a principal amount of $2,274,288 and up to
6,497,965 shares of common stock issuable upon the exercise of common
stock purchase warrants at $.40 a share plus 6,429,421 shares of common
stock relating to the reserve requirements of the convertible debentures issued
in November 2004 and March 2005 which were registered of Form SB2 file number
333-121851. The current convertible notes are basically convertible into
common stock at a fixed conversion price of $0.35. In the event DSEN does not
timely file an annual report on Form 10-KSB with the Securities and Exchange
Commission for the year ended December 31, 2006 containing certified audited
financial statements showing net revenues of not less than $12,000,000 for the
2006 calendar year with earnings before taxes of not less than $500,000, the
Conversion Price then in effect shall be reduced by one-third from and after
the actual filing date of the above described Form 10-KSB or if not filed by
April 15, 2007. The terms of the convertible notes issued in May 2005 are in
agreement with the new notes.
In connection with the foregoing, we have examined, among other things,
the Registration Statement and originals or copies, satisfactory to us, of all
such corporate records and of all such other agreements, certificates and
documents (including instruments evidencing or setting forth the terms and
provisions of the Convertible Securities) as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of documents submitted to us as copies. As to any
facts material to such opinion, we have, to the extent that relevant facts were
not independently established by us, relied on certificates of public officials
and certificates, oaths and declarations of officers or other representatives
of the Company.
Based on our examination mentioned above, we are of the opinion that
the securities being sold pursuant to the Registration Statement are duly
authorized and will be, when sold in the manner described in the Registration
Statement, legally and validly issued, and fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters"
in the related Prospectus. In giving the foregoing consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act, or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ Owen Naccarato, Esq.
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Naccarato & Associates