EXHIBIT 5
Published on June 28, 2006
Exhibit 5
SEC LAW FIRM
11693 San Vicente Boulevard, Suite 357
Los Angeles, CA 90049
Tel. 310-557-3059
Fax. 310-388-1320
www.seclawfirm.com
11693 San Vicente Boulevard, Suite 357
Los Angeles, CA 90049
Tel. 310-557-3059
Fax. 310-388-1320
www.seclawfirm.com
June 28, 2006
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: | Save the World Air, Inc. | |||
Form SB-2 Registration Statement (File No. 333- ) |
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form SB-2 (the Registration
Statement) under the Securities Act of 1933, as amended (the Act), filed by Save the World Air,
Inc., a Nevada corporation (the Company), with the Securities and Exchange Commission.
We have examined the originals, photocopies, certified copies or other evidence of such
records of the Company, certificates of officers of the Company and public officials, and other
documents as we have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as certified copies or photocopies and the
authenticity of the originals of such latter documents.
Subject to the foregoing and on the basis of the aforementioned examinations and
investigations, it is our opinion that, (1) the shares of common stock (other than the shares of
common stock issuable upon the exercise of warrants referenced in the
prospectus forming a part of the Registration Statement) are duly authorized, legally issued, and are
fully paid and non-assessable; and (2) the shares of common stock issuable upon exercise of
such warrants, if, as, and when issued by the Company to the selling stockholders named in the
prospectus forming a part of the Registration Statement, are duly authorized and, upon exercise
thereof in the manner and receipt of the consideration expressed in such warrants, will be legally
issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and
to the reference to our firm under Legal Matters in the related Prospectus. In giving the
foregoing consent, we do not hereby 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 Securities and Exchange
Commission.
Very truly yours, |
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/s/ Lance Jon Kimmel | ||||