As
filed with the Securities and Exchange Commission on May 14,
2007
Registration
Statement No. 333-__________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
FORTRESS
INTERNATIONAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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20-2027651
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer
Identification
No.)
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9841
Broken Land Parkway, Columbia, Maryland
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21046
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(Address
of principal executive offices)
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(zip
code)
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FORTRESS
INTERNATIONAL GROUP, INC.
2006
OMNIBUS INCENTIVE COMPENSATION PLAN
(Full
title of the plan)
Thomas
P. Rosato
Chief
Executive Officer
Fortress
International Group, Inc.
9841
Broken Land Parkway
Columbia,
Maryland 21046
(410)
312-9988
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
Copies
to:
Kenneth
R. Koch, Esq.
Mintz
Levin Cohn Ferris Glovsky and Popeo, P.C.
666
Third Avenue
New
York, New York 10017
(212)
935-3000
Fax
No.: (212) 983-3115
CALCULATION
OF REGISTRATION FEE
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Proposed
Maximum
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Proposed
Maximum
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Title
of Securities
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Amount
to Be
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Offering
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Aggregate
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Amount
of
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to
Be Registered
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Registered
1
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Price
per Share
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Offering
Price
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Registration
Fee
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Common
Stock, $.0001 par value
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2,100,000
shares
2
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$5.51
3
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$11,571,000
3
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$355.23
3
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__________________
1
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement also covers any additional
securities that may be offered or issued to prevent dilution resulting
from any stock split, stock dividend or other similar
transaction.
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2
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Represents
shares issuable upon the exercise of stock options, stock appreciation
rights, restricted stock, performance shares and performance units
and
other incentive awards granted or to be granted under the Registrant’s
2006 Omnibus Incentive Compensation
Plan.
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3
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This calculation is made solely for the
purpose of
determining the registration fee pursuant to the provisions of Rule
457(c)
and (h) under the Securities Act, based on the average of the high
and low
sales prices of the Registrant’s common stock on May 11, 2007 as reported
on the Over-the-Counter Bulletin
Board.
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EXPLANATORY
NOTE
This
Registration Statement is intended to register a total of 2,100,000 shares
of
common stock, par value $.0001 per share, to be issued by Fortress International
Group, Inc., a Delaware corporation (the “Registrant”), under the Registrant’s
2006 Omnibus Incentive Compensation Plan (the “Plan”).
In
May
2007, pursuant to Section 15.1 of the Plan, the Board of Directors approved
an
amendment to the Plan that reflected the Registrant’s name change to Fortress
International Group, Inc.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1.
Plan
Information.
The
information specified by Item 1 of Part I of Form S-8 is omitted from this
Registration Statement in accordance with the provisions of Rule 428 under
the
Securities Act and the introductory Note to Part I of Form S-8.
Item
2.
Registrant
Information and Employee Plan Annual Information.
The
information specified by Item 2 of Part I of Form S-8 is omitted from this
Registration Statement in accordance with the provisions of Rule 428 under
the
Securities Act, and the introductory Note to Part I of Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by Fortress International Group, Inc. (the
“Registrant”) with the United States Securities and Exchange Commission (the
“Commission”) are incorporated by reference into this Registration
Statement:
(a)
the
Registrant’s current Annual Report on Form 10-K, as amended, for the fiscal year
ended December 31, 2006, filed April 2, 2007 and amended on April 30,
2007;
(b)
the
current reports on Form 8-K filed by the Registrant on January 16, 2007, January
17, 2007, January 19, 2007, January 25, 2007, January 31, 2007, February 1,
2007, March 13, 2007, March 14, 2007 and April 26, 2007; and
(c)
the
description of the Registrant’s Common Stock which is contained in a
registration statement on Form 8-A filed on July 11, 2005 (File No. 000-51426)
under the Exchange Act, including any amendment or report filed for the purpose
of updating such description.
All
reports and other documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing
of a
post-effective amendment which indicates that all securities offered hereby
have
been sold or which deregisters all securities covered hereby then remaining
unsold, are incorporated by reference herein and are a part of this Registration
Statement from the date of the filing of such reports and documents. Any such
information so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this Registration Statement.
You
may
obtain a copy of any of the above-referenced filings, without charge, by written
or oral request directed to Fortress International Group, Inc., 9841 Broken
Land
Parkway, Columbia, Maryland 21046, Attention: Investor Relations, telephone:
(410) 312-9988.
Item
4.
Description
of Securities.
Not
applicable.
Item
5.
Interests
of Named Experts and Counsel.
The
validity of the issuance of the shares of common stock registered under this
Registration Statement has been passed upon for the Registrant by Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, PC, New York, New York.
Item
6.
Indemnification
of Directors and Officers.
The
Registrant has adopted provisions in its Second Amended and Restated Certificate
of Incorporation that limit or eliminate the personal liability of the
Registrant’s directors to the maximum extent permitted by the Delaware General
Corporation Law (the “DGCL”). The DGCL expressly permits a corporation to
provide that its directors will not be liable for monetary damages for a breach
of their fiduciary duties as directors, except for liability: (i) for any breach
of the director’s duty of loyalty to the corporation or its stockholders; (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) under Section 174 of the DGCL (relating
to
unlawful stock repurchases, redemptions or other distributions or payment of
dividends); or (iv) for any transaction from which the director derived an
improper personal benefit. These limitations of liability do not generally
affect the availability of equitable remedies such as injunctive relief or
rescission.
The
Registrant’s Second Amended and Restated Certificate of Incorporation also
obligates it to indemnify the Registrant’s directors, officers, employees and
agents to the fullest extent permitted under the DGCL, subject to limited
exceptions. Section 145 of the DGCL provides, in effect, that any person made
a
party to any action by reason of the fact that he is or was our director,
officer, employee or agent may and, in certain cases, must be indemnified by
us
against, in the case of a non-derivative action, judgments, fines, amounts
paid
in settlement and reasonable expenses (including attorneys’ fees) incurred by
him as a result of such action, and in the case of a derivative action, against
expenses (including attorneys’ fees), if in either type of action he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
our
best interests. This indemnification does not apply, (i) in a derivative action,
to matters as to which it is adjudged that the director, officer, employee
or
agent is liable to us, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, he is fairly and reasonably entitled to indemnity for expenses, and,
(ii)
in a non-derivative action, to any criminal proceeding in which such person
had
no reasonable cause to believe his conduct was unlawful. Also, the Registrant
may be required to advance expenses to its directors, officers, employees and
agents in connection with legal proceedings, subject to limited
exceptions.
The
Registrant may enter into separate indemnification agreements with its directors
and officers that may be broader than the specific indemnification provisions
contained in the DGCL. These indemnification agreements could require the
Registrant, among other things, to indemnify its directors and officers against
liabilities that may arise by reason of their status or service as directors
and
officers, other than liabilities arising from willful misconduct. These
indemnification agreements may also require the Registrant to advance any
expenses incurred by the directors and officers as a result of any proceeding
against them as to which they could be indemnified and to obtain directors’ and
officers’ insurance if available on reasonable terms.
Item
7.
Exemption
from Registration Claimed.
Not
applicable.
Item
8.
Exhibits.
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Exhibit
No.
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Description
of Exhibit
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4.1
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Second
Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
filed on January 25, 2007).
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4.2
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Amended
and Restated Bylaws
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4.3
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Specimen
of common stock certificate (incorporated by reference to Exhibit
4.2 to
the Registrant’s Registration Statement on Form S-1 (File No. 333-123504)
and amendments thereto, declared effective July 13, 2005 (the “Form
S-1”)).
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5.1
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Opinion
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC
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23.1
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Consent
of Goldstein Golub Kessler LLP
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23.2
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Consent
of McGladrey & Pullen, LLP
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23.3
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Consent
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC (incorporated
by
reference from Exhibit 5.1).
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24.1
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Power
of Attorney to file future amendments (set forth on the signature
page of
this Registration Statement)
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99.1
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Fortress
International Group, Inc. 2006 Omnibus Incentive Compensation Plan,
incorporated by reference to Annex E to the Registrant’s Definitive Proxy
Statement on Schedule 14A filed on December 27,
2006.
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Item
9.
Undertakings.
(a)
The
undersigned registrant hereby undertakes:
(1)
To
file,
during
any
period in which offers or sales are being made, a post-effective amendment
to
this
Registration Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in this Registration
Statement;
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(iii)
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To
include
any material information with respect to the plan of distribution
not
previously disclosed in this Registration Statement
or
any material change to such information in this Registration
Statement;
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provided,
however, that
paragraphs
(a)(1)
(i)
and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed
with
or
furnished to the Commission by the Registrant pursuant to Sections 13 or 15(d)
of the Exchange Act that
are
incorporated by reference in this Registration Statement.
(2)
That,
for
the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3)
To
remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
(b)
The
undersigned
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act
,
each
filing of the Registrant’s annual report pursuant to Sections 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a
new registration statement relating to the securities offered therein, and
the
offering of such securities at that time shall be deemed to be the initial
bona
fide offering thereof.
(c)
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbia, Maryland, on May 14, 2007.
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FORTRESS
INTERNATIONAL GROUP, INC.
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By:
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/s/
Thomas P. Rosato
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Thomas
P. Rosato
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Chief
Executive Officer
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KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas P. Rosato and Harvey L. Weiss, and each of
them,
his true and lawful attorney-in-fact, with full power of substitution and
resubstitution, for him and in his name, place or stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of
them, or their or his substitutes or substitute, may lawfully do or cause to
be
done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons on behalf of the registrant on the
dates and in the capacities indicated. This document may be executed by the
signatories hereto on any number of counterparts, all of which shall constitute
one and the same instrument.
Name
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Position
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Date
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/s/
Thomas P. Rosato
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Chief
Executive Officer and Director(Principal
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Thomas
P. Rosato
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Executive
and Financial
Officer)
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May
14, 2007
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/s/
Gerard J. Gallagher
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Director
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May
14, 2007
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Gerard
J. Gallagher
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/s/
Asa Hutchinson
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Director
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May
14, 2007
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Asa
Hutchinson
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/s/
C. Thomas McMillen
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Director
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May
14, 2007
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C.
Thomas McMillen
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/s/
David J. Mitchell
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Director
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May
14, 2007
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David
J. Mitchell
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/s/
John Morton, III
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Director
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May
14, 2007
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John
Morton, III
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/s/
Donald L. Nickles
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Director
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May
14, 2007
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Donald
L. Nickles
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/s/
Harvey L. Weiss
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Director
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May
14, 2007
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Harvey
L. Weiss
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/s/
William L. Jews
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Director
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May
14, 2007
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William
L. Jews
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EXHIBIT
INDEX
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Exhibit
No.
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Description
of Exhibit
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4.1
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Second
Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
filed on January 25, 2007).
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4.2
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Amended
and Restated Bylaws
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4.3
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Specimen
of common stock certificate (incorporated by reference to Exhibit
4.2 to
the Registrant’s Registration Statement on Form S-1 (File No. 333-123504)
and amendments thereto, declared effective July 13, 2005 (the “Form
S-1”)).
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5.1
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Opinion
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC
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23.1
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Consent
of Goldstein Golub Kessler LLP
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23.2
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Consent
of McGladrey & Pullen, LLP
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23.3
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Consent
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC (incorporated
by
reference from Exhibit 5.1).
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24.1
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Power
of Attorney to file future amendments (set forth on the signature
page of
this Registration Statement)
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99.1
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Fortress
International Group, Inc. 2006 Omnibus Incentive Compensation Plan,
incorporated by reference to Annex E to the Registrant’s Definitive Proxy
Statement on Schedule 14A filed on December 27, 2006.
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Even number pages are not converted in the evaluation version.
To purchase
BCL SECPublisher
, please go to our website at:
http://www.bcltechnologies.com
Even number pages are not converted in the evaluation version.
To purchase
BCL SECPublisher
, please go to our website at:
http://www.bcltechnologies.com
Even number pages are not converted in the evaluation version.
To purchase
BCL SECPublisher
, please go to our website at:
http://www.bcltechnologies.com
[LETTERHEAD
OF MINTZ LEVIN]
May
14,
2007
Board
of
Directors
Fortress
International Group, Inc.
9841
Broken Land Parkway
Columbia,
MD 21046
Gentlemen:
We
have
acted as counsel for Fortress International Group, Inc., a Delaware corporation
(the “Company”), in connection with the registration under the Securities Act of
1933, as amended (the “Act”), on Form S-8 (the “Registration Statement”) with
the United States Securities and Exchange Commission, covering up to 2,100,000
shares of the Company’s common stock, par value $0.0001 per share (“Common
Stock”), issuable under the Company’s 2006 Omnibus Incentive Compensation Plan
(the “Plan”).
We
have
examined copies (in each case signed, certified or otherwise proven to our
satisfaction to be genuine) of the Company’s Amended and Restated Certificate of
Incorporation filed with the Secretary of the State of Delaware, its By-Laws
as
presently in effect, and minutes and other instruments evidencing actions taken
by its directors, the Registration Statement and exhibits thereto, a copy of
the
Plan, and considered such legal matters as we have deemed necessary and relevant
as the basis for the opinions set forth below. With respect to such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of
all documents Fortress International Group, Inc. submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to the opinions set forth below,
we
have, to the extent deemed appropriate, relied upon certain representations
of
certain officers and employees of the Company. Insofar as this opinion relates
to Common Stock to be issued in the future, we have assumed that all applicable
laws, rules and regulations in effect at the time of such issuance are the
same
as such laws, rules and regulations in effect as of the date
hereof.
Based
upon the foregoing examination, and subject to the qualifications set forth
below, we are of the opinion that the Common Stock has been duly authorized
and,
when issued, delivered and paid for in accordance with the provisions of the
Plan, will be validly issued, fully paid and non-assessable.
Our
opinion herein is based solely upon the General Corporation Law of the State
of
Delaware, and we express no opinion with respect to any other laws. Any such
opinions are based upon our reasonable familiarity with the Delaware General
Corporation Law of the State of Delaware as a result of our reading of standard
published compilations of such laws and annotations thereto.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act, or
the
rules and regulations promulgated thereunder.
This
opinion is furnished to you in connection with the filing of the Registration
Statement, and is not to be used, circulated, quoted or otherwise relied upon
for any other purpose, except as expressly provided in the preceding paragraph.
This opinion is given as of the effective date of the Registration Statement,
and we assume no obligation to update or supplement the opinions contained
herein to reflect any facts or circumstances which may hereafter come to our
attention, or any changes in laws which may hereafter occur.
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Respectfully
submitted,
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/s/
MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO,
PC
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Certified
Public Accountants
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McGladrey
& Pullen, LLP
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100
N. Charles Street, Suite 1300
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Baltimore,
Maryland 21201
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O
410-727-5341
F
410-727-1936
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www.mcgladrey.com
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May
9,
2007
To
the
Board of Directors
Fortress
International Group, Inc.
Consent
of Independent Registered Public Accounting Firm
We
consent to the use in this Post Effective Amendment No. 1 to Registration
Statement (No.333-123054) on Form S-3 and Form S-8 of Fortress International
Group, Inc. of our report dated March 27, 2007 relating to our audit of the
combined financial statements of Vortech, LLC and VTC, LLC, appearing in the
Prospectus, which is part of this Registration Statement.
We
also
consent to the reference to our firm under the captions "Experts" and "Selected
Financial Data" in such Prospectus.
/s/
McGladrey & Pullen, LLP
McGladrey
& Pullen, LLP
Baltimore,
Maryland