Exhibit
5.1
PRYOR
CASHMAN LLP
410 Park
Avenue, New York, NY 10022
Tel:
212-421-4100
Fax:
212-326-0806
www.pryorcashman.com
March 24,
2008
Pervasip
Corp.
75 South
Broadway, Suite 302
White
Plains, New York 10601
Ladies
and Gentlemen:
We have
acted as legal counsel to Pervasip Corp, a New York corporation (the “Company”),
in connection with the registration under the Securities Act of 1933, as
amended, of 900,000 shares (the “Shares”) of the Company’s common stock, $0.10
par value per share (the “Common Stock”), pursuant to the Option Agreement dated
October 26, 2004 by and between the Company and Michael Khalilian (the
“Agreement”).
We have
made such inquiries and examined such documents as we considered necessary for
the purposes of this opinion, including the examination of executed or conformed
counterparts, or copies certified or otherwise proved to the registrant’s
satisfaction, of the following:
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(i)
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the
Certificate of Incorporation of the Company, as
amended;
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(ii)
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the
Bylaws of the Company, as amended;
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(iii)
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the
Company's Registration Statement on Form S-8 covering the Shares (the
“Registration Statement”);
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(v)
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such
other documents, corporate records, certificates and other instruments as
we have deemed necessary or appropriate for the purpose of this
opinion.
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We have
assumed the genuineness and authenticity of all signatures on all original
documents, the authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies and the due
authorization, execution, delivery or recordation of all documents where due
authorization, execution or recordation are prerequisites to the effectiveness
thereof.
Based upon the foregoing, and having
regard for such legal considerations as we deem relevant, we are of the opinion
that the shares of Common Stock covered by the Registration Statement have been
duly authorized and when issued and sold in accordance with the Agreement, will
be legally issued, fully paid and nonassessable.
We
consent to the use of this opinion as an exhibit to the Registration
Statement.
This
opinion is furnished in connection with the transactions covered
hereby. This opinion may not be relied upon by you for any other
purpose, or furnished to, quoted to, or relied upon by any other person, firm or
corporation for any purpose, without prior written consent.
Very
truly yours,
/s/ Pryor
Cashman LLP