Exhibit
5.1
Corporate
Law Center
Ronald
Serota, Attorney
Corporate
Securities Counsel
2620
Regatta Dr., Ste. 102
Las
Vegas, NV 89128
September
21, 2006
Secured
Diversified Investment, Ltd.
5205
East Lincoln Drive Paradise Valley, Arizona 85253
Re:
Secured Diversified Investment, Ltd., Registration Statement on Form S-8
Ladies
and Gentlemen:
We
have
acted as counsel for Secured Diversified Investment, Ltd., a Nevada corporation
(the "Company"), in connection with the preparation of the recent registration
statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), relating to the offering of 400,000
shares
of the Company's common stock (the "Shares"). This opinion is being furnished
pursuant to Item 601(b)(5) of Regulation S-B under the Act.
In
rendering the opinion set forth below, we have reviewed (a) the Registration
Statement and the exhibits thereto; (b) the Company's Articles of Incorporation;
(c) the Company's Bylaws; (d) certain records of the Company's corporate
proceedings as reflected in its minute books, including resolutions of
the board
of directors approving the 2006 Stock Option Plan and various options granted
pursuant to the Plan; (e) the Plan; and (f) such statutes, records and
other
documents as we have deemed relevant. In our examination, we have assumed
the
genuineness of all signatures, the authenticity of all documents submitted
to us
as originals, and conformity with the originals of all documents submitted
to us
as copies thereof. In addition, we have made such other examinations of
law and
fact, as we have deemed relevant in order to form a basis for the opinion
hereinafter expressed. This opinion is based on Nevada law.
Based
upon the foregoing, it is our opinion that the Shares have been duly and
validly
authorized, and when the Registration Statement has become effective under
the
Act, such Shares will be legally issued, fully paid and non-assessable
shares of
the Company's common stock.
This
opinion is based on Nevada general corporate law, including the statutory
provisions,
all applicable provisions of the Nevada constitution and reported
judicial
decisions interpreting those laws.
Very
truly yours,
/s/
Ronald
Serota
Ronald
Serota
Corporate
Law Center
Ronald
Serota, Esq.
EXHIBIT
23.2
Corporate
Law Center
Ronald
Serota, Attorney
Corporate
Securities Counsel
2620
Regatta Dr., Ste. 102
Las
Vegas, NV 89128
CONSENT
We
consent to the use of this opinion as an exhibit to the Secured Diversified
Investment, Ltd. Registration Statement (Form S-8) and further consent
to the
use of our name wherever appearing in the Registration Statement, including
the
Prospectus constituting a part thereof, and in any amendment
thereto.
Very
truly yours,
/s/
Ronald
Serota
Ronald
Serota
Corporate
Law Center
Ronald
Serota, Esq.