EX-5.1 2 ex5-1.htm ATTORNEY OPINION LETTER ex5-1.htm
Exhibit 5.1


 
Rutan & Tucker, LLP
611 Anton Boulevard, 14th Floor
Costa Mesa, CA 92626
www.rutan.com
 

June 24, 2009


1420 240th St.
Harbor City, CA 90710
 

Re:
Registering 5,597,946 Shares of Common Stock
 
 
 
 
(i)
3,318,348 Shares (the “Common Shares”); and
 
 
(ii)
2,279,598 Shares (the “Warrant Shares”) that are issuable upon exercise of outstanding common stock purchase warrants (the “Warrants”) as described in the Registration Statement.
 
We are familiar with the corporate actions taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares and have made such other legal and factual inquiries as we deem necessary for purposes of rendering this opinion. We have relied upon certificates and other assurances of officers of the Company and others as to factual matters; we have not independently verified such matters. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copied documents. We have also assumed that the Common Shares are evidenced by appropriate certificates that have been properly executed and delivered and that the Warrant Shares are and will be evidenced by appropriate certificates that have been properly executed and delivered.
 
Based on the foregoing and in reliance thereon, and subject to the qualifications and limitations set forth below, we are of the opinion that the Common Shares and the Warrant Shares, have been duly authorized and, with respect to the Common Shares, validly issued, fully paid and non-assessable and, with respect to the Warrant Shares, when issued upon exercise of each of the Warrants in accordance with their terms, including payment of the applicable exercise price, will be validly issued, fully paid and non-assessable.
 
You have informed us that the Selling Security Holders may sell the Shares from time to time on a delayed or continuous basis. This opinion is limited to the Nevada General Corporation Law (“NGCL”), including the statutory provisions of the NGCL, all applicable provisions of the Constitution of the State of Nevada and all reported judicial decisions interpreting these laws, and federal law, exclusive of state securities and blue sky laws, rules and regulations.
 
 

Balqon Corporation
June 24, 2009
Page 2
 
 
We hereby consent to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement and to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations of the Securities and Exchange Commission.
 
      Respectfully submitted,  
         
 
   
/s/ RUTAN & TUCKER, LLP