EXHIBIT 5.1
LAW OFFICE
OF
STEWART A. MERKIN
ATTORNEY AT LAW
RIVERGATE PLAZA, SUITE 300
444 BRICKELL AVENUE
MIAMI, FLORIDA 33131
www.merkinlaw.net
e-mail: merkin@merkinlaw.net
Tel.: (305) 357-5556 |
Fax: (305) 358-2490 |
December 2, 2005
VisualMed Clinical Solutions Corp.
1035 Laurier Street West, Suite 200
Montreal, Canada H2V 2L1
|
Re: VisualMed Clinical Solutions Corp. |
Ladies and Gentlemen:
We have acted as counsel to VisualMed Clinical Solutions Corp., a Nevada corporation (the "Company"), in connection with the preparation of the Company's registration statement on Form SB-2 (the "Registration Statement"). The Registration Statement registers 8,946,134 shares (the "Shares") of the Company's common stock, par value $0.00001 per share (the "Common Stock"), which may be offered and sold by the selling stockholders named in the Registration Statement.
In rendering the opinion set forth below, we have reviewed the Company's Articles of Incorporation, the Company's Bylaws, resolutions adopted by its Board of Directors, and such other documents as we have deemed appropriate. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof.
On the basis of the foregoing, we are of the opinion that the Shares of the Common Stock have been duly authorized, validly issued and are fully paid and nonassessable.
Our opinion set forth above is limited to the Nevada Business Corporation Act and we express no opinions as to any other laws, statutes, ordinances, rules or regulations of other jurisdictions. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this opinion, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Stewart A. Merkin
Stewart Merkin