Attached files
| file | filename |
|---|---|
| S-1/A - PRIVILEGED WORLD TRAVEL CLUB, INC. FORM S-1/A - PRIVILEGED WORLD TRAVEL CLUB, INC. | privilegeds-1.htm |
| EX-23.1 - EXHIBIT 23.1 - PRIVILEGED WORLD TRAVEL CLUB, INC. | exhibit23-1.htm |
| EX-10.13 - EXHIBIT 10.13 - PRIVILEGED WORLD TRAVEL CLUB, INC. | exhibit10-13.htm |
| EX-10.14 - EXHIBIT 10.14 - PRIVILEGED WORLD TRAVEL CLUB, INC. | exhibit10-14.htm |
Exhibit 5
 |
Durham Jones & Pinegar, P.C.
111 East Broadway, Suite 900
P O Box 4050
Salt Lake City, Utah 84110
801.415.3000
801.415.3500 Fax
www.djplaw.com
|
July 29, 2013
PRIVILEGED WORLD TRAVEL CLUB, INC.
1 Blackfield Drive, Suite 185
Tiburon, California 94920
Re: Registration Statement on Form S-1
Gentlemen:
We have acted as counsel to Privileged World Travel Club, Inc., a Delaware corporation (f/k/a APEX 4 Inc.) (the “Company”), in connection with the Registration Statement on Form S-1 of the Company (as amended, the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 23, 2013, under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 11,445,219 shares of the Company’s common stock (the “Shares”) to be sold by selling stockholders identified in the Registration Statement.
We have examined the Company's Certificate of Incorporation, as amended to date, and the Company's Bylaws, and have examined and relied on the originals, or copies certified to our satisfaction, of such records of meetings, written actions in lieu of meetings, or resolutions adopted at meetings, of the directors and stockholders of the Company, all as provided to us by the Company, and such other documents and instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below.
In our examination of the foregoing documents, we have assumed (i) the genuineness of all signatures and the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted to us as certified or photostatic copies, (iii) the authenticity of the originals of such certified or photostatic copies, and (iv) the legal competence of all persons who signed such documents.
We are opining herein as to the effect on the subject transaction only of the Delaware General Corporation Law, as amended, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other state, federal, or foreign laws, or as to any matters of municipal law or the laws of any local agencies within any state.
Based upon the foregoing, it is our opinion that the shares of common stock to be sold by the selling stockholders are legally issued, fully paid, and non-assessable.
It is our understanding that this opinion is to be used only in connection with the offer and sale of the Securities while the Registration Statement is in effect.
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act (“Item 601”), and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601, and to the use of our name therein and in the related Prospectus under the caption "Legal Matters." In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
Durham Jones & Pinegar, P.C.
/s/ Durham Jones & Pinegar, P.C.
SALT LAKE CITY | OGDEN | ST. GEORGE | LAS VEGAS