NEUMAN & DRENNEN, LLC
Attorneys at Law
We have acted as legal counsel for EC Power, Inc. (the "Company") in connection with Pre-Effective
Amendment No. 1 to the Company's Registration Statement on Form SB-2 (the "Registration Statement") filed
by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended,
and the Prospectus included as a part of the Registration Statement (the "Prospectus"), relating to 2,000,000
Units, each Unit consisting of one share of Common Stock, $.001 par value, (the "Shares") and one Common
Stock Purchase Warrant ("Warrants"), and relating the sale of Common Stock to be sold by certain selling
stockholders of the Company. The Units may be offered and sold by the Company in the manner set forth in the
Registration Statement and the Prospectus. The Common Stock may be offered and sold by certain selling
stockholders of the Company in the manner set forth in the Registration Statement and Prospectus. The Common
Stock was issued to the Selling Stockholders in a private placement, or will be issued to them upon their exercise
of certain warrants of the Company.
In connection therewith, we have examined: (a) the Registration Statement and the Prospectus included therein,
as amended; (b) the Articles of Incorporation and Bylaws of the Company; and (c) the relevant corporate
proceedings of the Company. In addition to such examination we have reviewed such other proceedings,
documents, and records and have ascertained or verified such additional facts as we deem necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been legally incorporated and is validly existing under the laws of the State of Delaware.
2. The Shares and the shares of Common Stock into which the Warrants are exercisable, upon issuance and
payment therefor, as contemplated by the Registration Statement and Prospectus, will be validly issued, fully