EX-5 2 ex5.htm OPINION OF STOECKLEIN LAW GROUP

EXHIBIT 5 Opinion of Stoecklein Law Group

Stoecklein Law Group, a Professional Corporation

Practice Limited to Federal Securities

 

Emerald Plaza

Telephone: (619) 595-4882

402 West Broadway

Facsimile: (619) 595-4883

Suite 400

email: djs@slgseclaw.com

San Diego, California 92101

web: www.slgseclaw.com

 

December 20, 2004

 

Board of Directors

LEFT RIGHT MARKETING TECHNOLOGY, INC.

660 Amelia Earhart Court

Las Vegas, Nevada 89119

 

RE: REGISTRATION STATEMENT ON FORM S-8

 

Gentlemen:

 

We are counsel to Left Right Marketing Technology, Inc. (the "Company") in connection with the filing on or about December 20, 2004 of its registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933 (the "Act") and the rules and regulations promulgated thereunder (the "Rules and Regulations"). The Registration Statement relates to two million (2,000,000) shares of the common stock, par value $0.001 per share, of the Company (the "Company Stock"), which may be issued to eligible participants in the Consultant and Employee Stock Compensation Plan (the "Plan") of the Company. The Plan is not subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

 

This opinion, given as of the date hereof, is based upon facts and conditions presently known and laws and regulations presently in effect, and is being delivered pursuant to Item 601 of Regulation S-K under the Act.

 

As counsel to the Company and in rendering this opinion, we have examined the Plan documents and other related written documentation as we have deemed necessary or appropriate to provide on a basis of the opinion set forth below. In our examination, we have assumed the conformity to original documents submitted to us as photostatic copies, the genuineness of all signatures and the taking of all required corporate action in relation with the Plan.

 

Based upon the foregoing, and subject to the qualifications set forth below, we are of the opinion that the Shares, if issued and sold as described in the Registration Statement (provided that at least par value is paid for the shares): (i) will have been duly authorized, legally issued, fully paid and nonassessable, (ii) when issued will be a valid and binding obligation of the corporation, and (iii) do not require a permit from any governmental agency.

 


 

We are members of the bar of the State of California and the opinion set forth herein is limited to matters governed by the Federal laws of the United States of America. This opinion is being furnished to you solely for your benefit in connection with the filing of the Registration Statement pursuant to the Act and the Rules and Regulations and is not to be used, circulated, quoted, relied upon or otherwise referred to for any other purpose, without our prior written consent. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this opinion under the caption "Legal Opinion" therein.

 

 

Yours Very Truly,

 

 

/s/ Donald J. Stoecklein

Stoecklein Law Group