EX-5.1 2 viewsystemsex51.txt OPINION OF CINDY SHY, P.C. CINDY SHY, P.C. A professional law corporation _____________________________________________________________________________ P.O. Box 380-236 * Ivins, Utah 84738 * Telephone (435) 674-1282 Fax (435) 673-2127 October 10, 2005 Board of Directors View Systems, Inc. 1550 Caton Center Drive, Suite E Baltimore, Maryland 21227 Re: Registration Statement on Form SB-2 for View Systems, Inc. filed on or about October 12, 2005 Gentlemen: This firm represents View Systems, Inc., a Nevada corporation (the "Company"), in connection with the preparation of the above-referenced registration statement on Form SB-2 (the "Registration Statement"), to be filed by the Company with the Securities and Exchange Commission (the "Commission") on or about October 12, 2005. The Registration Statement relates to the registration under the Securities Act of 1933 (the "Act") of 3,770,000 shares of common stock, par value $0.001. You have requested that this firm render an opinion as to whether the common stock as proposed to be registered in the Registration Statement is validly issued, fully paid, and non-assessable. This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-B promulgated under the Act. In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction of: (i) the Articles of Incorporation of the Company; (ii) certain resolutions and written consents of the Board of Directors of the Company relating to the issuance and registration of the shares; (iii) the Registration Statement; and (iv) such other documents as we have deemed necessary or appropriate as the basis for the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to this opinion which we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others. Based upon the above examination of the shares to be registered pursuant to the Registration Statement, we are of the opinion that 3,770,000 shares of common stock issued and outstanding are validly issued, fully paid, and non-assessable. View Systems, Inc. October 10, 2005 Page 2 We hereby consent to being named in the prospectus included in the Registration Statement as having rendered the foregoing opinion. We also consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. /s/ Cindy Shy, P.C. Cindy Shy, P.C.