EX-5 2 vips1a2ex51.htm EX-5.1 CONSENT OF GARY B. WOLFF, P.C. Exhibit 5.1b and 23.2b


GARY B. WOLFF, P.C.

 

COUNSELOR AT LAW

488 Madison Avenue Suite 1100 New York, New York 10022

Tel: (212) 644-6446 Fax: (212) 644-6498 Email: wolffpc@nyc.rr.com





Exhibit 5.1b and 23.2b




July 23, 2010



United States Securities

and Exchange Commission

100 F Street, N. E.

Washington, D.C.   20549


Re:

VETERANS IN PACKAGING, INC. (hereinafter “VIP”) Registration

Statement on Form S-1 Relating to a maximum of 1,200,000 shares of VIP

Common Stock, par value $.001per share


Gentlemen:


I have been requested by VIP, a Nevada corporation, to furnish you with my opinion as to the matters  hereinafter  set forth in connection with the  above  captioned  registration  statement  (the  “Registration  Statement”) covering a maximum of 1,200,000 shares which will be offered by VIP.


In connection with this opinion, I have examined the Registration Statement, the Certificate of Incorporation and By-Laws of VIP, each as amended to date, copies of the records of corporate proceedings of VIP, and copies of such other agreements, instruments and documents as I have deemed necessary to enable me to render the opinion hereinafter expressed.


Based upon and subject to the foregoing, I am of the opinion that the shares being offered and registered when sold in the manner described in the Registration Statement, will be legally issued, fully paid and non-assessable.


This opinion opines upon Nevada law, including the statutory provisions as well as all applicable provisions of the Nevada constitution and reported decisions interpreting the laws.


I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to my name under the caption “Legal Matters” in the prospectus included in the registration statement.


Very truly yours,


/s/ Gary B. Wolff


Gary B. Wolff