EXHIBIT 5.1
Michael A. Littman
Attorney at Law
7609 Ralston Road
Arvada, Colorado 80002
(303) 422-8127 Fax: (303) 431-1567
October 6, 2003
FTS Apparel, Inc.
1049C Oxford Valley Rd.
Levittown, PA 19057
Re: SB-2 Registration Statement for common shares of FTS Apparel, Inc..
Gentlemen:
At your request, I have examined Registration Statement No. 333-107264
which filed with the Securities and Exchange Commission ("SEC"), on Form SB-2
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of up to 600,000 shares of your common stock
(the "Stock") now issued and outstanding and up to 5,000,000 shares issuable
upon debenture conversion pursuant to the Registration Statement file No.
333-107264 when effective.
In rendering the following opinion, I have examined and relied only upon
the documents, and certificates of officers and directors of the Company as are
specifically described below. In my examination, I have assumed the genuineness
of all signatures, the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with the original documents of
all documents submitted to me as copies. My examination was limited to the
following documents and not others:
a. Certificate of Incorporation of the Company, as amended to date;
b. Bylaws of the Company, as amended to date;
c. Certified Resolutions adopted by the Board of Directors of the Company
authorizing the issuance of the Stock.
d. The Registration Statement as amended and filed with the SEC as of the
date hereof and as of the effective date.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy of
accuracy of such documents and records.
Based on the foregoing, it is my opinion that the Stock being registered
under the Registration Statement, legally issued, will be duly and validly
authorized, fully paid and non-assessable.
I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the Stock is proposed to be offered and sold or as to
the effect, if any, which non-compliance with such laws might have on the
validity of transfer of the Stock.
I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the Stock described in the Registration Statement in connection with the
offering described therein.
This opinion covers only matters of Colorado law and nothing in
this opinion shall be deemed to imply any opinion related to the laws of any
other jurisdiction. Nothing herein shall be deemed to relate to or constitute an
opinion concerning any matters not specifically set forth above.
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Sincerely,
/s/Michael A. Littman
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Michael A. Littman