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May 14, 2010
Pink OTC Markets, Inc.
304 Hudson Street, 2
New York, NY 10013
Cyclone Power Technologies, Inc.
Ladies and Gentlemen:
I serve as legal counsel to Cyclone Power Technologies, Inc., a Florida corporation (the "Issuer"). The
Issuer has engaged me to render this letter. I am further engaged by the Issuer to counsel on general
corporate, securities and other related business law matters.
In conducting my examination, I assumed, without investigation, the genuineness of all signatures, the
correctness of all certificates, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified or photostatic copies and
the authenticity of the originals of such copies, and the accuracy and completeness of all records made
available to me by the Issuer. As to questions of fact, I have based this letter solely upon my review of the
following records, documents and instruments as posted in the OTC Disclosure and News Service, and
relied on information obtained from public officials, officers of the Issuer and other sources, and, to the
best of my knowledge, I represent such sources to be reliable. I have not examined any document other
than those described or incorporated by reference below, or made any independent factual investigation.
I am authorized to practice law in the state of Florida and under the federal laws of the United States. I am
permitted to practice before the Securities and Exchange Commission ("SEC") and have not been
prohibited from practice thereunder. I am a United States citizen. I disclaim any opinion as to the laws of
any other jurisdiction and I further disclaim any opinion as to any statute, rule, regulation, ordinance,
order or other promulgation of any regional or local governmental body.
I have reviewed the Quarterly Report for the Period Ended March 31, 2010 and the Financial Statements
provided therewith to the Pink OTC Markets by the Issuer on May 14, 2010. I have also reviewed the
Issuer's Current Information and Disclosure Statement filed May 12, 2008, and all documents and filings
incorporated by referenced therewith, including: (i) the Financial Statements for the quarter ended
September 30, 2007, filed on October 30, 2007; (ii) the Financial Statements for the fiscal year ended
December 31, 2007, filed on April 1, 2008; (iii) the Financial Statements for the quarter ended March 31,
2008, filed on May 15, 2008; (iv) the Issuer's Articles of Incorporation, as amended, and Certificates of
Designation for its Series A Convertible Preferred Stock and Series B Preferred Stock, filed on August
27, 2007; and (v) the Issuer's Bylaws, filed on August 27, 2007 (collectively, the "Information").
Based upon the foregoing and my examination of such questions of law as I have deemed necessary or
appropriate for the purpose of this letter, the Information:
constitutes "adequate current public information" concerning the Securities and the Issuer and "is
available" within the meaning of Rule 144(c)(2) under the Securities Act;
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includes all of the information that a broker-dealer would be required to obtain from the Issuer to
publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of
1934 (the "Exchange Act");
complies as to form with the Pink OTC Markets' Guidelines for Providing Adequate Current
Information, which are located on the Internet at www.otcmarkets.com; and
has been posted through the OTC Disclosure and News Service.
The financial statements included in the Issuer's Quarterly Report have not audited. The reports were
prepared by Bruce Schames, CPA, who has recently been hired as the Company's Chief Financial
Officer. According to his resume provided to me, Mr. Schames has been a licensed CPA since 1971; he
has represented both public and private clients in his own practice since 2001, during which time he
conducted SEC audits and assisted in the preparation and filing of Forms 10-K and 10-Q; and previously,
he served as CFO for two Nasdaq-listed companies.
The Issuer's transfer agent is Transfer Online, Inc., 317 SW Alder Street, 2nd Floor, Portland, OR 97204
(the "Transfer Agent"). The Transfer Agent is registered with the SEC. I have confirmed the number of
shares outstanding set forth in the Quarterly Report by requesting and obtaining such information from
the Transfer Agent. As of March 31, 2010, the last day of the reporting period covered under the Issuer's
Quarterly Report, there were
shares of the Issuer's common stock issued and outstanding.
I have (i) personally met with management and a majority of the directors of the Issuer, (ii) reviewed the
Information published with the OTC Disclosure and News Service, and (iii) discussed the Information
with management and a majority of the directors of Issuer. To the best of my knowledge, after inquiry of
management and a majority of the directors of Issuer, none of the Issuer's management, directors, five
(5%) percent security holders, or legal counsel is currently under investigation by a federal or state
regulatory authority for any violation of federal or states securities laws.
Pink OTC Markets Inc. is entitled to rely on this letter in determining whether the Issuer has made
adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities
Act. You have full and complete permission and right to publish this letter in the OTC Disclosure and
News Service for viewing by the public regulators. This letter may not be relied upon by you for any
other purpose, or relied upon by any other person, firm, corporation, or other entity for any purpose,
without my prior written consent. I disclaim any obligation to advise you of any developments in areas
covered by this letter that occur after the date of this letter.
Very truly yours,
The Law Office of Christopher M. Nelson
Christopher M. Nelson
Attorney at Law