L E G A L | & | C O M P L I A N C E , L L C | ||
LAURA ANTHONY, ESQUIRE | ||||
STUART REED, ESQUIRE | WWW.LEGALANDCOMPLIANCE.COM | |||
OF COUNSEL | ||||
DIRECT E-MAIL: | ||||
LAURAANTHONYPA@AOL.COM |
July 21, 2008
Board of Directors
Life Nutrition Products, Inc. 121 Monmouth Street Suite A
Red Bank, NJ 07701
Re: Registration Statement on Form S-1
Dear Board Members:
We have acted as counsel to Life Nutrition Products, Inc, a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933 (the "Securities Act"), of a total of 13,455,000 shares of the Company's common stock, $0.0001 par value per share (the "Common Stock"), as described below. A registration statement on Form S-1 has been filed with the Securities and Exchange Commission on or about July 21, 2008(the "Registration Statement").
The Registration Statement seeks the registration of 13,455,000 shares of the Common Stock (the "Registered Shares"). The Registered Shares are to be offered to the public by selling shareholders on a best efforts basis without the use of any underwriters.
In connection with rendering this opinion we have examined executed copies of the Registration Statement and all exhibits thereto. We have also examined and relied upon the original, or copies certified to my satisfaction, of (i) the Articles of Incorporation and the By-laws of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance of the Registered Shares and related matters, and (iii) such other agreements and instruments relating to the Company as we deemed necessary or appropriate for purposes of the opinion expressed herein. In rendering such opinion, we have made such further investigation and inquiries relevant to the transactions contemplated by the Registration Statement as we have deemed necessary for the opinion expressed herein, and we have relied, to the extent we deemed reasonable, on certificates and certain other information provided to me by officers of the Company and public officials as to matters of fact of which the maker of such certificate or the person providing such other information had knowledge.
330 CLEMATIS STREET, #217 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832
Board of Directors
Life Nutrition Products, Inc.
July 21, 2008
Furthermore, in rendering my opinion, we have assumed that the signatures on all documents examined by me are genuine, that all documents and corporate record books submitted to me as originals are accurate and complete, and that all documents submitted to me are true, correct and complete copies of the originals thereof.
Based upon the foregoing, we are of the opinion that the Registered Shares have each been duly authorized for issuance and sale, and when sold and issued against payment therefor as contemplated by the Registration Statement, will be validly issued, fully paid and non-assessable under the laws of the State of Delaware, including statutory provisions, all applicable provisions of the Delaware Constitution and reporting judicial decisions interpreting those laws.
We hereby consent to the reference to my name in the Registration Statement and the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Legal & Compliance, LLC
By:
_________________________
Laura Anthony, President
330 CLEMATIS STREET, #217 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832