Joel Pensley
Attorney at Law
211 Schoolhouse Road One Sherman Square
Norfolk, CT 06058 New York, New York 10023
212-595-4955
Fax: 212-898-1266
Email: joel@pensley.com
Member of the New York State Bar
September 7, 2004
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PTS, Inc. - Form S-8
Gentlemen:
I have acted as counsel to PTS, Inc., a Nevada corporation (the "Company"),
in connection with its Registration Statement on Form S-8 relating to the
registration of 350,000,000 shares of its common stock ("Shares"), $0.001 par
value per share, which are issuable pursuant to the Company's 2004/D Employee
Bonus Stock Plan.
In my representation, I have examined such documents, corporate records,
and other instruments as have been provided to me for the purposes of this
opinion, including, but not limited to, the Articles of Incorporation, and all
amendments thereto, and Bylaws of the Company.
Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion that the
Company is duly organized and validly existing as a corporation under the laws
of the State of Nevada, and that the Shares, when issued and sold, will be
validly issued, fully paid and non-assessable.
My opinion is limited by and subject to the following:
(a) In rendering my opinion I have assumed that, at the time of each issuance
and sale of the Shares, the Company will be a corporation validly existing
and in good standing under the laws of the State of Nevada.
(b) In my examination of all documents, certificates and records, I have
assumed without investigation, the authenticity and completeness of all
documents submitted to me as originals, the conformity to the originals of
all documents submitted to me as copies and the authenticity and
completeness of the originals of all documents submitted to me as copies. I
have also assumed the genuineness of all signatures, the legal capacity of
natural persons, the authority of all persons executing documents on behalf
of the parties thereto other than the Company, and the due authorization,
execution and delivery of all documents by the parties thereto other than
the Company. As to matters of fact material to this opinion, I have relied
upon statements and representations of representatives of the Company and
of public officials and have assumed the same to have been properly given
and to be accurate.
(c) My opinion is based solely on and limited to the federal laws of the United
States of America and the laws of Nevada. I express no opinion as to the
laws of any other jurisdiction.
Very truly yours,
/s/ Joel Pensley
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Joel Pensley