Legal Opinion of Cohen & Czarnik LLP Regarding Validity of Shares in Arise Technologies Inc. S-1/A Registration
Summary
Cohen & Czarnik LLP, acting as special counsel for Arise Technologies Inc., has issued a legal opinion confirming that 20,000,000 shares of common stock registered under a Form S-1/A are validly issued, fully paid, and non-assessable. The opinion is based on a review of relevant documents and is limited to certain jurisdictions. The law firm consents to the inclusion of this opinion in the registration statement but restricts its use to the intended parties.
EX-4.1 4 exh4-1.txt COHEN & CZARNIK LLP 17 State Street 39th Floor New York, New York 10004 February 15, 2008 ARISE TECHNOLOGIES INC. 300 Center Ave., Suite 202 Bay City, Michigan 48708 Re: Registration Statement on Form S-1/A Ladies and Gentlemen: We have acted as special counsel to ARISE TECHNOLOGIES INC. in connection with a statement on Form S-1/A (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to an aggregate of 20,000,000 shares of common stock, par value $0.0001 per share, of the Company (the "Shares"). In connection with the foregoing, we have examined originals or copies, satisfactory to us, of all such corporate records and of all such agreements, certificates 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 originals and the conformity with the original documents of all documents submitted to us as copies. As to any facts material to such opinion, we have, without independent investigation, relied on certificates of public officials and certificates of officers or other representatives of the Company. Based upon the foregoing and subject to the other limitations set forth herein, we are of the opinion that the Shares to be offered and sold pursuant to the Registration Statement are validly issued, fully paid and non-assessable. We are members of the bar of the State of New York and are not licensed or admitted to practice law in any other jurisdiction. Accordingly, we express no opinion with respect to the laws of any jurisdiction other than the laws of the State of New York, the corporate laws of the State of Nevada and the federal laws of the United States. ARISE TECHNOLOGIES INC. February 15, 2008 Page 2 We assume no obligation to advise you of any changes to this opinion which may come to our attention after the date hereof. This opinion may not be relied upon or furnished to any other person except the addressee hereof without the express written consent of this firm. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus forming part of the Registration Statement. In giving such consent, we do not thereby concede that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder or that we are "experts" within the meaning of such act, rules and regulations. Very truly yours, /s/ Cohen & Czarnik LLP ----------------------- Cohen & Czarnik LLP
