Traders of the Caribbean

[Trops]

Looks pretty kosher as of late 08(Tspg).Law Offices of Roger W. Malik
2402 Smith Avenue
Mt. Washington, Maryland 21209
Telephone: [phone] [e-mail]
November 17, 2008
VIA TELEFAX: [phone]
Pink OTC Markets, Inc.
304 Hudson Street - 2nd Floor
New York, NY 10013
Re: Opinion Letter for Initial Company Information and Disclosure Statement of TGI Solar
Power Group, Inc., posted on November 12, 2008 for the year ending July 31, 2008
To Whom It May Concern:
My opinion has been requested solely for the purpose of reviewing the reporting of
adequate current information within the meaning of Rule 144(c)(2) under the Securities Act of
1933 of TGI Solar Power Group, Inc. (the ��Company��). I am a resident of the United States
and have been retained by the Company for the sole purpose of reviewing the current
information of the Company for the purpose of rendering this letter and related matters.
In rendering this opinion, I have examined such corporate records and other
documents and such questions of law as I consider necessary or appropriate for purposes of
rendering my opinion, including, but not limited to, Articles of Incorporation, By-laws and
Resolutions, Management Disclosure and Analysis, and Financial Statements. In addition, I
have made such investigations and have considered such questions of law as I considered
necessary and appropriate for the purposes of rendering this opinion. In all such
examinations, I have assumed the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original documents of all
documents submitted to me as copies and the authenticity of all originals of such documents
submitted as copies. As to all questions of fact relevant to this opinion, I have relied on
representations from public officials, officers of the Company and other sources, and I
represent that such sources were believed to be reliable.
A. Basis for Supporting Legal Opinion. The following is the basis for my
supporting legal opinion for any disclosed information of the Company. The opinions
expressed below are subject to the qualifications and assumptions set forth in paragraphs 1
through 8, below, and to any matters not disclosed to me.
1. The Company is currently trading over the counter on the Pink OTC
Market listing under the trading symbol ��TSPG.��
Pink OTC Markets, Inc
TGI Solar Power Group, Inc. Opinion Letter
November 17, 2008
Page Two
2. I have reviewed the following documents, all available to the public
through the Company��s Initial Information and Disclosure Statement, available November 12,
2008, including the dates the documents were available on the Pink OTC Markets, containing
the information concerning the Company and the Securities that are publicly available in
preparation of this letter:
DOCUMENT DATE AVAILABLE
a. Restated Certificate of Incorporation November 12, 2008
b. Bylaws November 12, 2008
c. Financial Statements for the year ended 7/21/2006
and accompanying notes November 12, 2008
d. Financial Statements for the year ended 7/31/2007
and accompanying notes November 12, 2008
e. Financial Statements for the year ending 7/31/2008
and accompanying notes November 12, 2008
f. Management Discussion & Analysis November 12, 2008
3. The Company��s transfer agent is registered with the SEC, and is:
Integrity Stock Transfer, Inc. located at 3027 East Sunset Road, Las Vegas, NV 89120;
telephone number [phone] (the ��Transfer Agent��). I have confirmed that the Transfer
Agent is registered with the SEC and have contacted the Transfer Agent directly to confirm
that as of the close of business on November 12, 2008 there were 75,406,105 common shares
of the Company outstanding and no preferred shares of the Company outstanding.
4. I have personally met with management and a majority of the directors
of the Company, reviewing the information, as amended, published by the Company on the
OTC Disclosure News Service, and information with management and a majority of the
directors of the Issuer.
5. After inquiry of management and the directors of the Company, neither
the Company, any five percent (5%) or greater shareholder, nor counsel is currently under
investigation by any federal or state regulatory authority for any violation of federal or states
securities laws.
6. The disclosed information constitutes ��adequate current public
information�� concerning the Securities and the Company and ��is available�� within the meaning
of Rule 144(c)(2) under the Securities Act, includes all of the information that a broker-dealer
would be required to obtain from the Company to publish a quotation for the Securities under
Rule 15c-211 under the Securities Exchange Act of 1934 (the ��Exchange Act��), and complies
as to form with the Pink OTC Markets Guidelines for Providing Adequate Current
Information.
Pink OTC Markets, Inc
Rock Bands Opinion Letter
November 17, 2008
Page Three
7(a). The audited financial statements of the Company for the years ended July
31, 2006 and July 31, 2007 were prepared by Kingery & Crouse, PA located in Tampa,
Florida. Kingery & Crouse is a ��full-service accounting firm�� that provides audit, tax and
accounting services.
(b). The unaudited financial statements of the Company for the year ended
July 31, 2008 were prepared by Michael Gaines, a certified public accountant licensed in the
State of New Jersey. I have contacted Gaines, Goldenfarb & Co., PC of Woodbridge, NJ
regarding such financial statements. Mr. Gaines is a managing partner of Gaines, Goldenfarb
& Co., PC.
C. Qualifications. My above opinions are subject to the following
qualifications:
1. I am a resident of the United States and am admitted to practice law in
the State of Maryland, and have not been prohibited from practice, thereunder. I am licensed
to practice before the Securities and Exchange Commission and all U.S. Administrative
Agency Courts. Moreover, I am a prior member of the bar of the U.S. District Courts and of
the Fourth Circuit Court of Appeals. I express no opinion as to the laws of any jurisdiction
except for those of Maryland, and the United States of America referred to herein. For the
purposes of rendering this opinion, I have assumed that if a Court applies the laws of a
jurisdiction other than the laws of Maryland or the District of Columbia, the laws of such
other jurisdiction are identical in all material respects to the comparable laws of the State of
Maryland.
2. The opinions set forth herein are express as of the date hereof and
remain valid so long as the documents, instruments, records and certificates I have examined
and relied upon as noted above, are unchanged and the assumptions I have made, as noted
above, are valid.
THIS OPINION LETTER is being furnished by myself as special outside counsel to the
Company and Pink OTC Markets, LLC and no person or entity other than Pink OTC
Markets, LLC, is entitled to rely on it and Pink OTC Markets shall have full and complete
permission and rights to publish this letter in the OTC Disclosure and News Service for
viewing by the public and regulators.
Sincerely,
/s/ Roger W. Malik
Roger W. Malik, Esq.