EX-5 4 ex5.txt EXHIBIT 5 RONALD J. STAUBER A LAW CORPORATION 1880 CENTURY PARK EAST, SUITE 300 LOS ANGELES, CALIFORNIA 9007 _________ TELEPHONE (310) 556-0080 October 31, 2007 U.S. Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We have acted as counsel for Teen Education Group, Inc., a Delaware corporation (the "Company"), in connection with the preparation of the registration statement on Form SB-2 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the offering of 250,000 shares of common stock described in the Registration Statement. In rendering the opinion set forth below, we have reviewed: (a) the Registration Statement and the exhibits attached 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 originals, and conformity with the originals of all documents submitted to us as copies thereof. In addition, we have made such other examination of law and fact, as we have deemed relevant in order to form a basis for the opinion hereinafter expressed. 1 Securities and Exchange Commission October 31, 2007 Page 2 Based upon the foregoing, we are of the opinion that the 250,000 shares of common stock to be sold as described in the Registration Statement will be, when issued in accordance with the terms of the offering, validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as Exhibit 5 to the Company's Registration Statement and the reference to our firm in the Prospectus, if applicable or required. Very truly yours, /s/ RONALD J. STAUBER _____________________ Ronald J. Stauber 2