Exhibit
5.1
VIA
EDGAR
Securities
and Exchange Commission
450
Fifth
Street, N.W.
Washington,
D.C. 20549
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Re:
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YP
Corp. Amended and Restated 2003 Stock
Plan
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Ladies
and Gentlemen:
We
have
acted as counsel to YP Corp., a Nevada corporation (the “Company”), in
connection with its Registration Statement on Form S-8 (the “Registration
Statement”) filed under the Securities Act of 1933, relating to the registration
of 3,000,000 shares of its Common Stock, par value $.001 per share (the
“Shares”), issuable pursuant to the Company’s Amended and Restated 2003 Stock
Plan (the “Plan”).
In
that
connection, we have examined such documents, corporate records, and other
instruments as we have deemed necessary or appropriate for purposes of this
opinion, including the Restated Articles of Incorporation and Amended and
Restated Bylaws of the Company.
Based
upon the foregoing, it is our opinion that the Shares, if and when issued in
accordance with the terms of the Plan, will be validly issued, fully paid,
and
nonassessable.
We
hereby
consent to the use of this opinion as an exhibit to the Registration Statement
and to the use of our name wherever it appears in the Registration
Statement.
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Very
truly yours,
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/s/
Snell & Wilmer L.L.P.
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