EX-5 2 s11-6913_ex51.htm EXHIBIT 5.1

 

 

EXHIBIT 5.1

Lehman & Eilen LLP

20283 State Road 7, Suite 300

Boca Raton, FL 33498

(561) 237-0804

December 15, 2006

 

Securities and Exchange Commission

100 F Street

Washington, DC 20549

Ladies and Gentlemen:

As legal counsel for Premiere Publishing Group, Inc., a Nevada corporation (the "Company"), we are rendering this opinion in connection with the registration under the Securities Act of 1933, as amended, of up to 500,000 shares of the Common Stock, $0.001 par value, of the Company which may be issued pursuant to the exercise of options and purchase rights granted under the Premiere Publishing Group, Inc. 2006 Consultant Stock Plan (collectively, "the Plan").

We have examined all instruments, documents and records with we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies.

We are admitted to practice on in the State of New York and we express no opinion concerning any law other than the law of the State of New York, the corporation laws of the State of Nevada and the federal law of the United States. As to the matters of Nevada corporation law, we have based our opinion solely upon our examination of such laws and the rules and regulations of the authorities administering such laws, all as reported in standard, unofficial compilations. We have not obtained opinions of counsel licensed to practice in jurisdictions other than the State of New York and Florida.

Based on such examination, we are of the opinion that the 500,000 shares of Common Stock which may be issued under the Plan are duly authorized shares of the Company's Common Stock, and, when issued against receipt of the consideration therefore in accordance with the provisions of the Plans will be validly issued, fully paid and nonassessable.

This Opinion is rendered to you in connection with the registration statement and we disclaim any obligation to advise you of any change of law that occurs, or any facts of which we may become aware, after the date of this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and the use of our name wherever it appears in said Registration Statement.

Very truly yours,

/s/ Lehman & Eilen LLP

 

Lehman & Eilen LLP