Attached files
Exhibit 5.1
David Lubin & Associates, PLLC
10 Union Avenue
Suite 5
Lynbrook, New York 11563
Telephone: (516) 887-8200
Facsimile: 516-887-8250
david@dlubinassociates.com
January 3, 2013
Arax Holdings Corp.
Salvador Diaz Miron #87
Locales B y C. Colonia Santa Maria la Ribera
Mexico DF, C.P. 06400
Re: Registration Statement on Form S-1
Gentlemen:
We have acted as special counsel to Arax Holdings Corp. (the "Company") in
connection with its filing with the Securities and Exchange Commission of a
Registration Statement on Form S-1 (the "Registration Statement"), pursuant to
the Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the offer and sale of up to 10,000,000 shares of common stock of the
Company (the "Shares") to be offered pursuant to the prospectus which is part of
the Registration Statement.
In connection therewith, we have examined and relied upon original,
certified, conformed, photostat or other copies of (a) the Articles of
Incorporation and Bylaws of the Company; (b) resolutions of the Board of
Directors of the Company; (c) the Registration Statement and the exhibits
thereto; and (d) such corporate records of the Company, certificates of public
officials, certificates of officers of the Company and other documents,
agreements and instruments as we have deemed necessary as a basis for the
opinions herein contained. In all such examinations, we have assumed the
genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies.
Based upon and subject to the foregoing, we are of the opinion that when
issued in accordance with the terms described in the Registration Statement and
upon receipt by the Company of the purchase price therefor, the Shares will be
validly issued, fully paid and non-assessable.
We are familiar with the applicable provisions of the Nevada Revised
Statutes, the applicable provisions of the Nevada Constitution and reported
judicial decisions interpreting those laws, and we have made such inquiries with
respect thereto as we consider necessary to render this opinion with respect to
a Nevada corporation. This opinion letter is opining upon and is limited to the
current federal securities laws of the United States and, Nevada law, as such
laws presently exist and to the facts as they presently exist.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations promulgated thereunder.
Sincerely,
/s/ David Lubin & Associates, PLLC
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DAVID LUBIN & ASSOCIATES, PLL