Attached files

                         David Lubin & Associates, PLLC
                                 10 Union Avenue
                                     Suite 5
                            Lynbrook, New York 11563
                            Telephone: (516) 887-8200
                             Facsimile: 516-887-8250
                           david@dlubinassociates.com


                                February 21, 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,  as to matters of fact 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
                                   -------------------------------------------
                                   DAVID LUBIN & ASSOCIATES, PLLC