Attached files
EXHIBIT 5
Law Offices of Joseph L. Pittera
2214 Torrance Boulevard
Suite 101
Torrance, California 90501
Telephone (310) 328-3588
Facsimile (310) 328-3063
E-mail: jpitteralaw@gmail.com
March 28, 2013
Carlos Espinosa
Chief Executive Officer
CME Realty, Inc.
10300 W. Charleston Boulevard
Suite 213
Las Vegas, Nevada 89135
Re: Opinion of Counsel for Registration Statement on Form S-1 Under the
Securities Act of 1933 (the "Registration Statement") of CME Realty, Inc.,
a Nevada corporation.
Dear Mr. Espinosa:
The Law Offices of Joseph L. Pittera , (the "Firm") has acted as special
counsel for CME Realty, Inc., a Nevada corporation (the "Company") for the
limited purpose of rendering this opinion in connection with the registration
(pursuant to the Registration Statement) of 4,000,000 shares (the "Shares") of
the common stock at the price of $.01 per share, being offered by the Company.
In our capacity as special counsel to the Company, we have examined
originals, or copies certified or otherwise identified to my satisfaction, of
the following documents:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. The records of corporate proceedings relating to the issuance of the
Shares;
4. Such other instruments and documents, if any, as we believe to be
necessary for the purpose of rendering the following opinion;
5. The Registration Statement; and
6. The Audited Financial Statements of the Company.
In such examinations, we have assumed the authenticity and completeness of
all documents, certificates and records submitted to us as originals, the
conformity to the original instruments of all documents, certificates and
records submitted to us as copies, and the authenticity and completeness of the
originals of such instruments. As to certain matters of fact relating to this
opinion, we have relied on the accuracy and truthfulness of certificates of
officers of the Company and on certificates of public officials, and have made
such investigations of law as we have believed necessary and relevant.
Based on the following I am of the following opinion:
1. CME Realty, Inc. (the "Company" or the "Registrant") is a duly and
legally organized and existing Nevada Corporation, with its office and
mailing address located at 10300 Charleston Boulevard, Suite 213, Las
Vegas, Nevada 89135. The Articles of Incorporation and corporate
registration fees were submitted to the Nevada Secretary of State's
office and filed with the office on August 10, 2012. The Company's
existence and form is valid and legal and active pursuant to the
representation above and from a review of the corporate filing
information at the Nevada Secretary of State's Office.
2. The authorized capital stock of the Company consists of Seventy Five
Million (75,000,000) shares of common stock, $0.001 par value, of
which there Ten Million (10,000,000) shares outstanding. The
outstanding shares have been duly authorized, legally issued, fully
paid, and are non-assessable; and
3. The Four Million (4,000,000) shares of common stock offered pursuant
to this Registration Statement are duly authorized and when sold in
accordance with the Registration Statement, will be validly issued,
and will be fully paid and non-assessable.
We do not express any opinion as to the laws of any other jurisdiction
other than the Corporation Law of the State of Nevada, all applicable provisions
of the State of Nevada Constitution and all reported judicial decisions
interpreting those laws as well as U.S. federal securities law. No opinion is
expressed herein with respect to the qualification of the Shares under the
securities or blue sky laws of any state or any foreign Jurisdiction. This
opinion is limited to the laws, including the rules and regulations there-under,
as in effect on the date hereof.
Based upon the foregoing, we are of the opinion that the shares being
offered for sale and issuable by the Company pursuant to this Registration
Statement have been, and will be duly authorized and validly issued, fully paid
and non-assessable when issued as contemplated by the registration statement.
The Firm does hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the references to this firm in the
Registration Statement. In giving this consent, I do not hereby admit that I was
acting within the category of persons whose consent is required under Section 7
of the Securities Act and the rules and regulations of the Securities and
Exchange Commission there-under.
Sincerely,
/s/ Joseph L. Pittera, Esq.
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Law Offices of Joseph L. Pittera
By: Joseph L. Pittera