Exhibit 5.1
GIORDANO, HALLERAN & CIESLA
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
125 HALF MILE ROAD
POST OFFICE BOX 190
MIDDLETOWN, NEW JERSEY 07748
(732) 741-3900
FAX: (732) 224-6599
441 EAST STATE STREET
TRENTON, NEW JERSEY 08625
(609) 695-3900
PLEASE REPLY TO: MIDDLETOWN
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DIRECT DIAL NUMBER DIRECT E-MAIL CLIENT/MATTER NO.
(732) 219-5483 [email protected] 03826/0483
May 30, 2000
Calton Acquisition Corp.
125 Half Mile Road, Suite 206
Red Bank, New Jersey 07701
Gentlemen:
We refer to the Registration Statement on Form S-1 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), and filed
by Calton Acquisition Corp., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission on May 30, 2000 for the registration of
4,356,844 shares of Common Stock, $.001 par value (the "Common Stock"), which
are proposed to distributed by Calton, Inc. as a dividend to its shareholders
pursuant to a spin-off transaction.
We have examined the original, or a photostatic or certified copy, of such
records and certificates of the Company, certificates of officers of the Company
and of public officials and such other documents as we have deemed relevant and
necessary as the basis for the opinion set forth below. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies and the correctness of all
statements of fact contained therein.
Based upon our examination mentioned above, subject to the assumptions
stated and relying on statements of act contained in the documents that we have
examined, we are of the opinion that the Common Stock has been duly authorized
and is validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm appearing under the caption "Legal
Matters" in the Prospectus that forms a part of the Registration Statement. In
giving this consent, 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 General Rules and Regulations of the Securities and Exchange
Commission.
Very truly yours,
GIORDANO, HALLERAN & CIESLA
A Professional Corporation
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