Exhibit
5.1
March 16,
2005
Telecomm
Sales Network, Inc.
c/o Skye
Source, Inc.
8621
Gleneagles Drive
Raleigh,
North Carolina 27613
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RE: |
Telecomm
Sales Network, Inc. (the “Company”) |
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Registration
Statement on Form SB-2 for |
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2,056,000
Shares of Common Stock |
To Whom
it May Concern:
At your
request, we have examined the Registration Statement on Form SB-2 filed by
Telecomm Sales Network, Inc., a Delaware corporation (the “Company”), with the
Securities and Exchange Commission (the “Commission”) on or about March 16, 2005
(the “Registration Statement”), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of Two Million Fifty-Six
Thousand (2,056,000) shares (the “Shares”), all of which are to be sold or
distributed by selling security holders.
In
rendering this opinion, we have examined the following:
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the
Registration Statement, together with the Exhibits filed as a part thereof
or incorporated therein by reference; |
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the
minutes of meetings and actions by written consent of the stockholders and
Board of Directors that are contained in the Company’s minute books;
and |
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the
Company’s stock transfer ledger stating the number of the Company’s issued
and outstanding shares of capital stock as of March 16,
2005. |
In our
examination of documents for purposes of this opinion, we have assumed, and
express no opinion as to, the genuineness of all signatures on original
documents, the authenticity and completeness of all documents submitted to us as
originals, the conformity to originals and completeness of all documents
submitted to us as copies, the legal capacity of all persons or entities
executing the same other than the Company. We have also assumed that the
certificates representing the Shares have been, or will be when issued, properly
signed by authorized officers of the Company or their agents.
As to
matters of fact relevant to this opinion, we have relied solely upon our
examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from records and documents
referred to above. We have made no independent investigation or other attempt to
verify the accuracy of any of such information or to determine the existence or
non-existence of any other factual matters; however, we are not aware of any
facts that would cause us to believe that the opinion expressed herein is not
accurate.
This
opinion opines upon Delaware law, including the statutory provisions, all
applicable provisions of the Delaware constitution and reported judicial
decisions interpreting those laws.
Based
upon the foregoing, it is our opinion that the Shares to be sold or distributed
by the selling security holders pursuant to the Registration Statement, have
been validly issued, and are fully paid and non-assessable.
We
consent to the use of this opinion as an exhibit to the Registration Statement
and further consent to all references to us, if any, in the Registration
Statement and related Prospectus and any amendments thereto. This opinion speaks
only as of its date and we assume no obligation to update this opinion should
circumstances change after the date hereof. This opinion is intended solely for
use in connection with the issuance and sale of shares subject to the
Registration Statement and is not to be relied upon for any other
purpose.
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Very
truly yours, |
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/s/
Daniels Daniels & Verdonik, P.A. |
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