Attached files

file filename
EX-10.4 - EXHIBIT 10.4 - GEO JS Tech Group Corp.exhibit10-4.htm
EX-10.6 - EXHIBIT 10.6 - GEO JS Tech Group Corp.exhibit10-6.htm
EX-10.7 - EXHIBIT 10.7 - GEO JS Tech Group Corp.exhibit10-7.htm
EX-23.1 - CONSENT OF ALBERT WONG & CO., LLP, INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS - GEO JS Tech Group Corp.geojsexh231.htm
EX-10.5 - EXHIBIT 10.5 - GEO JS Tech Group Corp.exhibit10-5.htm
S-1/A - GEO JS TECH GROUP CORP. S-1/A-3 - GEO JS Tech Group Corp.geojs.htm
Exhibit 5.1



Leonard  E. Neilson
A  PROFESSIONAL  CORPORATION
 
LEONARD  E.  NEILSON
8160  South  Highland  Drive,  Suite 104
          Attorney  at  Law
Sandy,  Utah  84093
 
Telephone:  (801)  733-0800
 
Fax:  (801)  733-0808
 
E-mail:  LNeilsonLaw@aol.com
 
January 28, 2014



GEO JS Tech Group Corp.
6360 Corporate Drive
Houston, Texas 77036

 
Re:
GEO JS Tech Group Corp.
   
Registration Statement on Form S-1


Ladies and Gentlemen:

I have acted as special counsel to GEO JS Tech Group Corp., a Texas corporation (the "Corporation"), in connection with its registration statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”).  The registration statement relates to the registration of 57,930,000 shares of the Corporation’s common stock, par value $0.001 per share  (the “Common Stock”), to be offered for resale by the selling securityholders identified in the registration statement.

This letter is being furnished at your request and in accordance with Item 601(b)(5) of Regulation S-K, promulgated under the Securities Act, for filing as Exhibit 5.1 to the above referenced registration statement.

In connection with the registration statement and, for the purpose of rendering this opinion, I have examined the Corporation’s Certificate of Formation, Amended Bylaws and pertinent minutes and resolutions of the Corporation’s Board of Directors.  I have also examined such other documents, certificates, instruments and corporate records and such statutes, decisions and questions of law as I have deemed necessary or appropriate for the purpose of this opinion.

I have been furnished with originals or copies of such corporate or other records of the Corporation.  In addition, I have made such other legal and factual examinations and inquiries as I have considered necessary as a basis for the opinion expressed herein.  In my examination of the Corporation’s corporate records, I have presumed, without independent investigation, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies thereof, the genuineness of all signatures and the veracity, accuracy and completeness of all records made available to me by the Corporation.

As to the question of facts material to this opinion letter, I have relied upon the representations and warranties, certificates of and conversations and correspondences with representatives of the Corporation.

My opinion is expressly limited to those matters set forth herein and I make no opinion, expressed or implied, as to any other matters relating to the Corporation or its securities.
 
 

 
 
GEO JS Tech Group Corp.
January 28, 2014
Page



Based upon and subject to the foregoing, I am of the opinion that the shares of Common Stock being offered and sold pursuant to the registration statement are duly authorized, legally and validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to the laws of the State of Texas, including the Texas Business Organizations Code, all applicable provisions of the statutory provisions, and reported judicial decisions interpreting those laws.

I hereby consent to the filing of this opinion as an Exhibit to the registration statement and to the reference to my name in the Prospectus constituting a part thereof under the caption “Legal Matters.”  In giving this consent, I do not admit that I am within the category of persons whose consent is required under the Securities Act, including Section 7 thereof, or rules and regulations promulgated thereunder.

This opinion is furnished to you in connection with the filing of the registration statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.


Yours truly,

/S/  Leonard E. Neilson

Leonard E. Neilson, Attorney at Law, P.C.