EXHIBIT 5.1 and EXHIBIT 23.2 - Consent/Opinion of Michael A. Littman, Attorney at Law
Michael A. Littman
Attorney at Law
7609 Ralston Road
Arvada, Colorado 80002
Tel: (303) 422-8127
Fax (303) 431-1567
Email:malattyco@aol.com
May 23, 2014
Tom Djokovich, Chief Executive Officer
XSUNX, Inc.
65 Enterprise
Aliso Viejo, CA 92656
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 5,333,334 shares (the “Shares”) of your Common Stock issued or issuable under the 2014 XSUNX, INC. STOCK OPTION AND AWARD PLAN (the "Plan") referred to therein. As your counsel in connection with this transaction, I have examined the proceedings taken and proposed to be taken by you in connection with the issuance of the Shares.
It is my opinion that the Shares, when issued and paid for, will be legally and validly issued, fully paid, and nonassessable.
I further consent to the use of this opinion as an exhibit to the Registration Statement, including the prospectus constituting a part thereof, and any amendment thereto.
| Sincerely, |
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| /s/ Michael A. Littman |
| Michael A. Littman, Attorney at Law |