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Exhibit
5.1
November
16, 2006
Tradestar
Services, Inc.
Three
Riverway, Suite 1500
Houston,
Texas 77056
Re: Registration
Statement on Form S-8 of 2,400,000 Shares of Common Stock of Tradestar Services,
Inc.
Ladies
and Gentlemen:
We
have
acted as counsel to Tradestar Services, Inc., a Nevada corporation (the
“Company”)
in
connection with the preparation of the Company’s registration statement on Form
S-8 (the “Registration
Statement”)
under
the Securities Act of 1933, as amended (the “Securities Act”), filed by the
Company with the Securities and Exchange Commission (the “Commission”) on the
date hereof. The Registration Statement registers 2,400,000 shares of common
stock, $0.001 par value, of the Company (the “Shares”)
issuable pursuant that certain 2005 Incentive Compensation Plan (the
“Plan”).
We
have
reviewed the Registration Statement, the Articles of Incorporation of the
Company, as amended to date, and the By-Laws of the Company, as amended to
date.
In addition, we have examined originals or photostatic or certified copies
of
certain of the records and documents of the Company, copies of public documents,
certificates of officers of the Company, and such other agreements, instruments
and documents as we have deemed necessary in connection with the opinion
hereinafter expressed. As to the various questions of fact material to the
opinion expressed below, we have relied upon certificates or comparable
documents of officers and representatives of the Company without independent
check or verification of their accuracy.
In
such
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted
to
us as originals, the conformity to original documents of all documents submitted
to us as certified, conformed or photostatic copies and the authenticity of
the
originals of such latter documents.
Based
on
our examination described above, subject to the assumptions and limitations
stated herein, and relying on the statements of fact contained in the documents
that we have examined, we are of the opinion that the Shares when issued by
the
Company and fully paid for in accordance with the provisions of the Plan (with
the consideration received by the Company being not less than the par value
thereof), will be validly issued, fully paid and non-assessable.
The
opinion expressed herein is limited to the federal laws of the United States
of
America, and, to the extent relevant to the opinion expressed herein, the
General Corporation Law of the State of Nevada (the “NGCL”), which for purposes
of this opinion letter includes Chapters 78 (Private Corporations) of Title
7 of
the Nevada Revised Statutes, as currently in effect, and judicial decisions
reported as of the date hereof and interpreting the NGCL.
We
hereby
consent to the filing of this opinion with the Commission as Exhibit 5.1 to
the
Registration Statement. In giving this consent, we are not admitting that we
are
within the category of persons whose consent is required under Section 7 of
the
Securities Act or the rules and regulations of the Commission.
Very
truly
yours,
/s/
Haynes
and Boone, LLP
Haynes
and Boone,
LLP