EX-5.1 3 v194644_ex5-1.htm Unassociated Document
RICHARDSON & PATEL LLP
10900 Wilshire Boulevard
Suite 500
Los Angeles, California 90024
Telephone (310) 208-1183
Facsimile (310) 208-1154

August 19, 2010

Board of Directors
CyberDefender Corporation
617 West 7th Street, 10th Floor
Los Angeles, California 90017

 
Re:
CyberDefender Corporation
Amendment on Form S-3 of Registration Statement on Form S-1

Gentlemen:

We have acted as counsel for CyberDefender Corporation, a Delaware corporation (the “Company”), in connection with the preparation of a post-effective amendment on Form S-3 (the “Registration Statement”) of a Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (“Act”), relating, initially, to the public sale of 9,726,067 shares of common stock offered for resale by certain selling shareholders.  This opinion is being furnished pursuant to Item 601(b)(5) of Regulation S-K under the Act.

In connection with rendering the opinion as set forth below, we have reviewed (a) the Registration Statement and the exhibits thereto: (b) the Company’s Certificate of Incorporation; (c) the Company’s Bylaws; (d) certain records of the Company’s corporate proceedings as reflected in its minute books, and (e) such statutes, records and other documents as we have deemed relevant.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies thereof.  In addition, we have made such other examinations of law and fact as we have deemed relevant in order to form a basis for the opinion hereinafter expressed.

Based upon the foregoing, we are of the opinion that (i) the shares issuable by the Company pursuant to this Registration Statement, including the shares that will be issued upon exercise of the warrants, will be validly issued, fully paid and nonassessable; and (ii) that the outstanding shares of common stock to be sold by the selling shareholders are validly issued, fully paid and non-assessable.

 
 

 

Board of Directors
CyberDefender Corporation
August 19, 2010
Page 2
 
 
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to this firm in the Registration Statement.  In giving this consent, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder.


/s/ Richardson & Patel LLP

RICHARDSON & PATEL LLP