This document was submitted to the SEC on behalf of VB CLOTHING, INC.. The original filing can be found at http://www.sec.gov/Archives/edgar/data/00015062...
LAW OFFICES OF
HAROLD P. GEWERTER, ESQ., LTD.
Harold P. Gewerter, Esq.
December 30, 2010
Board of Directors
VB Clothing, Inc.
2087 Desert Prairie St.
Las Vegas, Nevada 89135
Registration Statement on Form S-1 for VB Clothing, Inc., a Nevada corporation (the "Company")
Dear Ladies and Gentlemen:
This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission with respect to the registration of 4,000,000 shares (the Shares) for public sale of the Company's common stock, $.001 par value, to be sold by the issuer.
In connection therewith, I have examined and relied upon original, certified, conformed, Photostat or other copies of the following documents:
i. The Certificate of Incorporation of the Company;
ii. The Registration Statement and the Exhibits thereto; and
iii. Such other documents and matters of law, as I have deemed necessary for the expression of the opinion herein contained.
In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to the originals or certified documents of all copies submitted to me as conformed, Photostat or other copies. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon. As to the various questions of fact material to this opinion, I have relied, to the extent I deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to me by the Company, without verification except where such verification was readily ascertainable.
Based on the foregoing, I am of the opinion that the Shares will upon the effectiveness of the registration and the issuance of the Shares have been duly and validly issued, duly authorized and are fully paid and non-assessable.
This opinion is limited to the laws of the State of Nevada and federal law as in effect on the date hereof, exclusive of state securities and blue-sky laws, rules and regulations, and to all facts as they presently exist.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Interests of Named Experts and Counsel" in the prospectus comprising part of the Registration Statement.
Harold P. Gewerter, Esq., Ltd.
/s/ Harold P. Gewerter
Harold P. Gewerter, Esq.
2705 Airport Drive, N. Las Vegas, Nevada 89032
Telephone: (702) 382-1714 ¨ Facsimile: (702) 382-1759