EX-5.1 2 a06-16401_1ex5d1.htm EX-5


Dunn

Carney

Allen

Higgins

& Tongue

LLP

Exhibit 5.1

 

 

 ATTORNEYS
   AT LAW

 

July 21, 2006

 

ADDRESS

 

VIA ELECTRONIC TRANSMISSION

 

Suite 1500

 

 

 

851 S.W. Sixth Avenue

 

Securities and Exchange Commission

 

Portland, Oregon

 

450 Fifth Street, N.W.

 

97204-1357

 

Washington, CC 20549

 

 

 

 

 

Phone 503.224.6440

 

Re:

Microfield Group, Inc.

 

Fax 503.224.7324

 

 

Our File No. MIC18-1

 

 

 

 

 

INTERNET

 

 

 

www.dunncarney.co

 

Ladies and Gentlemen:

 

 

 

 

 


          We refer to the registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by Microfield Group, Inc., an Oregon corporation (the “Company”), with the Securities and Exchange Commission on July 21, 2006.

 

 

 

 

 

          We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed.  In such examination, we have assumed the genuineness of all signatures, the capacity of those signing, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

 

 

 

 

 

          Based on our examination mentioned above, we are of the opinion that the 7,500,000 shares of common stock being registered to be sold pursuant to the Registration Statement are duly authorized, validly issued, and fully paid and nonassessable.  The 5,625,000 shares of common stock of the Company to be issued upon the exercise of the Warrants are validly authorized, and assuming (a) the shares of common stock so issuable will be validly authorized on the dates of exercise, (b) no change occurs in the applicable law or the pertinent facts, and (c) the Warrants are exercised in accordance with their terms, the shares of common stock so issued will be validly issued, fully paid and nonassessable.

 

 

 

 

 

 

 

 

INDEPENDENT MEMBER OF MERITAS
WITH AFFILIATED OFFICES IN MORE THAN 250 CITIES AND 60 FOREIGN COUNTRIES

 

 

 


 

This opinion is provided as a legal opinion only, and not as a guaranty or warranty of the matters discussed herein.  Our opinion is limited to the matters stated herein and no other opinion may be implied or inferred.  Regardless of the status in which members of this firm are licensed to practice, our opinion is limited to the laws of Oregon and to any applicable federal laws.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.  In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

 

 

 

/s/ Dunn Carney Allen Higgins & Tongue LLP

 

 

 

DUNN CARNEY ALLEN HIGGINS & TONGUE LLP

 

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