EXHIBIT 5.1
[Letterhead of Guzov Ofsink, LLC]
January 12, 2006
Board of Directors
Torbay Holdings, Inc.
000 Xxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxx Xxxx 00000
Re: Consulting Agreement, dated as of December 2, 2005, by and between
Xxxxx Xxxxxx and Torbay Holdings, Inc.
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Gentlemen:
We have acted as counsel for Torbay Holdings, Inc., a Delaware corporation
(the "Company") in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of up to 3,000,000 shares of the Company's Common
Stock, par value $.0001 per share (the "Common Stock"), which shares of Common
Stock are issuable by the Company pursuant to a Consulting Agreement, dated as
of December 2, 2005, by and between the Xxxxx Xxxxxx and the Company (the
"Plan").
In connection with the opinions hereinbelow expressed, we have examined
the following documents (or true copies thereof): the Company's Certificate of
Incorporation and all amendments thereto, the Company's By-Laws and all
amendments thereto, the Plan, the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") and such other documents as we deemed necessary or
appropriate under the circumstances.
In rendering this opinion, we have (a) assumed (i) the genuineness of all
signatures on all documents examined by us, (ii) the authenticity of all
documents submitted to us as originals, and (iii) the conformity to original
documents of all documents submitted to us as photostatic or conformed copies
and the authenticity of the originals of such copies; and (b) relied on (i)
certificates of public officials and (ii) as to matters of fact, statements and
certificates of officers and representatives of the Company.
Based upon the foregoing, we are of the opinion that the Common Stock,
when issued in conformance with the terms and conditions of the Plan, will be
legally issued, fully paid, and nonassessable.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Common
Stock.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not thereby 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 Commission thereunder.
Nothing herein shall be deemed to relate to or constitute an opinion
concerning any matters not specifically set forth above. We note that we are
members of the bar of the State of New York and do not represent ourselves to be
expert in the laws of any other jurisdiction other than the Federal laws of the
United States; accordingly, we do not purport to express any opinion on the laws
of any other jurisdiction, except the General Corporation Law of the State of
Delaware. We assume no obligation to supplement this opinion if, after the date
hereof, any applicable laws change, or we become aware of any facts that might
change our opinions, as expressed herein.
Very truly yours,
/s/ Guzov, Ofsink, LLC
Guzov Ofsink, LLC
