Attached files

file filename
S-1 - FORM S-1 REGISTRATION STATEMENT - SIMPLE PRODUCTS CORPs1_s1.htm
EX-3.1 - EXHIBIT 3.1 ARTICLES OF INCORPORATION - SIMPLE PRODUCTS CORPs1_ex3z1.htm
EX-3.2 - EXHIBIT 3.2 BY-LAWS - SIMPLE PRODUCTS CORPs1_ex3z2.htm
EX-10.1 - EXHIBIT 10.1 FORM OF SUBSCRIPTION AGREEMENT - SIMPLE PRODUCTS CORPs1_ex10z1.htm
EX-23.1 - EXHIBIT 23.1 AUDITOR CONSENT - SIMPLE PRODUCTS CORPs1_ex23z1.htm
EX-14.1 - EXHIBIT 14.1 CODE OF ETHICS - SIMPLE PRODUCTS CORPs1_ex14z1.htm

Exhibit 5.1


OPINION OF VINCENT & REES, L.C.


May 14, 2012


To: Board of Directors, Simple Products Corporation


Re: Form S-1 (the "Registration Statement")


Ladies and Gentlemen:


We have acted as your counsel in connection with the registration of 925,000 issued and outstanding shares of common stock of Simple Products Corporation (“Simple Products” or the “Company”) held by certain selling stockholders, $0.001 par value (the “Company Shares”), and an additional 1,000,000 shares of common stock to be registered as part of an offer for sale by the Company (the “Primary Offering”) of Simple Products, $0.001 par value (the “Offering Shares”), in each case on the terms and conditions set forth in the Registration Statement (collectively, the “Shares”).


In that capacity, we have examined original copies, certified or otherwise identified to our satisfaction, of such documents and corporate records, and have examined such laws or regulations, as we have deemed necessary or appropriate for the purposes of the opinions hereinafter set forth.


Based on the foregoing, we are of the opinion that:


1. Simple Products is a corporation duly organized and validly existing under the laws of the State of Nevada.


2. The Company Shares covered by the Registration Statement have been duly authorized and are validly issued, fully paid and non-assessable.


3. The Offering Shares covered by the Registration Statement to be sold pursuant to the terms of the Registration Statement, when issued upon receipt by the Company of the agreed upon consideration therefore, will be duly authorized and, upon the sale thereof, will be duly authorized validly issued, fully paid and non-assessable.


We hereby consent to be named in the Prospectus forming Part I of the aforesaid Registration Statement under the caption, "Legal Proceedings" and the filing of this opinion as an Exhibit to the Registration Statement.


Sincerely,


/s/ Vincent & Rees, L.C.

Vincent & Rees, L.C.