Exhibit 5.1
CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99204
(509) 624-1478
FAX (509) 747-1770
December 20, 2004
Securities and Exchange Commission
450 Fifth Avenue N.W.
Washington, D. C. 20549
RE: AMP PRODUCTIONS, LTD.
Gentlemen:
Please be advised that, I have reached the following conclusions regarding
the above offering:
1. AMP PRODUCTIONS, LTD. (the "Company") is a duly and legally organized
and exiting Nevada state corporation, with its registered office located in Las
Vegas, Nevada and its principal place of business located in Vancouver, British
Columbia, Canada. The Articles of Incorporation and corporate registration fees
were submitted to the Nevada Secretary of State's office and filed with the
office on February 27, 2003. The Company's existence and form is valid and legal
pursuant to the representation above.
2. The Company is a fully and duly incorporated Nevada corporate entity.
The Company has one class of Common Stock at this time. Neither the Articles of
Incorporation, Bylaws, and amendments thereto, nor subsequent resolutions change
the non-assessable characteristics of the Company's common shares of stock. The
Common Stock previously issued by the Company is in legal form and in compliance
with the laws of the State of Nevada, its Constitution and reported judicial
decisions interpreting those laws and when such stock was issued it was duly
authorized, fully paid for and non-assessable. The common stock to be sold
under this Form SB-2 Registration Statement is likewise legal under the laws of
the State of Nevada.
3. To my knowledge, the Company is not a party to any legal proceedings
nor are there any judgments against the Company, nor are there any actions or
suits filed or threatened against it or its officers and directors, in their
capacities as such, other than as set forth in the registration statement. I
know of no disputes involving the Company and the Company has no claim, actions
or inquires from any federal, state or other government agency, other than as
set forth in the registration statement. I know of no claims against the
Company or any reputed claims against it at this time, other than as set forth
in the registration statement.
4. The Company's outstanding shares are all common shares. There are no
liquidation preference rights held by any of the Shareholders upon voluntary or
involuntary liquidation of the Company.
Securities and Exchange Commission
RE: AMP PRODUCTIONS, LTD.
December 20, 2004
Page 2
5. The directors and officers of the Company are indemnified against all
costs, expenses, judgments and liabilities, including attorney's fees,
reasonably incurred by or imposed upon them or any of them in connection with or
resulting from any action, suit or proceedings, civil or general, in which the
officer or director is or may be made a party by reason of his being or having
been such a director or officer. This indemnification is not exclusive of other
rights to which such director or officer may be entitled as a matter of law.
6. All tax benefits to be derived from the Company's operations shall inure
to the benefit of the Company. Shareholders will receive no tax benefits from
their stock ownership, however, this must be reviewed in light of the Tax Reform
Act of 1986.
7. By directors' resolution, the Company has authorized the issuance of up
to 686,600 shares of common stock.
The Company's Articles of Incorporation presently provide the authority
to the Company to issue 100,000,000 shares of Common Stock, $0.0001 par value.
Therefore, the 686,600 shares of common stock, when offered and sold in the
manner described in the registration statement, will be duly authorized, fully
paid, and non-assessable.
I consent to filing this opinion as an exhibit to the Company's Form SB-2
registration statement.
Yours truly,
/s/ Conrad C. Lysiak
Conrad C. Lysiak