EX-5 2 ex51.txt EXHIBIT 5.1 EXHIBIT 5.1 JIN, SCHAUER & SAAD LLC 600 17th Street, Suite 2700 South Denver, Colorado 80202 Telephone: (720) 889-2211 Facsimile: (720) 889-2222 April 21, 2010 Promap Corporation 7060B South Tucson Way Centennial, Colorado 80112 Re: S-1 Registration Statement for common stock of Promap Corporation (the "Company") Gentlemen: At your request, we have examined the Registration Statement which is being filed with the Securities and Exchange Commission ("SEC"), on Form S-1 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of (a) 1,500,000 shares of common stock of selling shareholders; and (b) 800,000 shares of Promap Corporation, a Colorado corporation. In rendering the following opinion, we have examined and relied only upon the documents, and certificates of officers and directors of the Company as are specifically described below. In our examination, we have assumed the genuineness of all signatures, the authenticity, accuracy and completeness of the documents submitted to us as originals, and the conformity with the original documents of all documents submitted to us as copies. Our examination was limited to the following documents and not others: a) Certificates of Incorporation of the Company, as amended to date; b) Bylaws of the Company, as amended to date; and c) Certified Resolutions adopted by the Board of Directors of the Company authorizing the issuance of the stock. We have not undertaken, nor do we intend to undertake, any independent investigation beyond such documents and records, or to verify the adequacy or accuracy of such documents and records. Based on the foregoing, it is our opinion that the 1,500,000 shares being registered under the Registration Statement for resale by current shareholders have been duly and validly authorized and duly and validly issued and are fully paid and non-assessable, and the 800,000 shares being offered for sale will be duly and validly authorized, duly and validly issued, fully paid and non-assessable under Colorado Laws. We consent to the filing of this opinion as an exhibit to the Registration Statement in connection with the offering described therein. We further consent to the reference to us under the caption "Experts and Legal Counsel" in the prospectus included in the Registration Statement. This opinion is limited to Colorado law, including all applicable provisions of the Constitution of the State of Colorado, statutory provisions of the State of Colorado and reported judicial decisions of the courts of the State of Colorado interpreting those laws. Nothing herein shall be deemed to relate to or constitute an opinion concerning any matters not specifically set forth above. Sincerely, JIN, SCHAUER & SAAD LLC By /s/ Jon D. Sawyer Jon D. Sawyer