Exhibit 5.1 Legal Opinion
THE LAW OFFICES OF
THOMAS C. COOK, LTD.
ATTORNEY AND COUNSELOR AT LAW
500 N. RAINBOW, SUITE 300
LAS VEGAS, NEVADA 89107
TELEPHONE: (702) 221-1925
FAX (702) 221-1963
October 24, 2007
To: Board of Directors, Nevada Processing Solutions, Inc.
Re: Registration Statement of Form S-1 (the "Registration Statement")
Gentlemen:
We have acted as your counsel in connection with the issuance of 275,000
shares of common stock and 8,726,900 common shares issuable upon conversion
of Series A Convertible Preferred stock of Nevada Processing Solutions, Inc.,
a Nevada corporation (the "Company") previously sold to and held by selling
stockholders, $0.001 par value (the "Company Shares") on the terms and
conditions set forth in the Registration Statement.
In that connection, we have examined original copies, certified or
otherwise identified to our satisfaction, of such documents and corporate
records, and have examined such laws or regulations, as we have deemed
necessary or appropriate for the purposes of the opinions hereinafter set
forth.
Based on the foregoing, we are of the opinion that:
1. The company is a corporation duly organized and validly existing under
the laws of the State of Nevada.
2. The 275,000 shares of common stock were, and the 8,726,900 shares of
common stock that may be issued in accordance with the terms of the preferred
stock will be, validly issued, fully paid and non-assessable.
We hereby consent to be named in the Prospectus forming Part I of the
aforesaid Registration Statement under the caption, "Legal Matters" and the
filing of this opinion as an Exhibit to said Registration Statement.
Sincerely,
/s/ Thomas C. Cook, Esq.
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Thomas C. Cook, Esq.