EX-5.1 2 fs1a4ex5_swapadebt.htm LEGAL OPINION fs1a4ex5_swapadebt.htm
 
 
Exhibit 5.1
 
 
 

January 15, 2009
 
Combined Opinion and Consent
Swap-A-Debt, Inc.
940 Lincoln Road, Suite 220
Miami, FL 33139

Gentlemen:
 
You have requested our opinion, as counsel for Swap-A-Debt, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-1 (the “Registration Statement”), under the Securities Act of 1933 (the “Act”), being filed by the Company with the Securities and Exchange Commission.
 
The Registration Statement relates to an offering of 10,025,000 shares of common stock sold by enumerated selling shareholders.

We have examined such records and documents and made such examinations of laws as we have deemed relevant in connection with this opinion. It is our opinion that, of the shares of common stock to be offered pursuant to the Registration Statement and sold by the selling shareholders: 10,025,000 shares of common stock have been duly authorized and legally issued, fully paid and non-assessable when the shares are issued.
 
No opinion is expressed herein as to any laws other than the State of Delaware of the United States. This opinion opines upon Delaware law including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws.
 
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
 
Very truly yours,
 
ANSLOW & JACLIN, LLP

By:
/s/ Anslow & Jaclin, LLP
 
ANSLOW & JACLIN, LLP