Attached files
| file | filename |
|---|---|
| S-1 - REGISTRATION STATEMENT - Nogales Resources Corp | nogales_s1.htm |
| EX-10.3 - CONSULTING GEOLOGIST AGREEMENT - Nogales Resources Corp | nogales_ex103.htm |
| EX-3.2 - BYLAWS - Nogales Resources Corp | nogales_ex32.htm |
| EX-10.1 - PROMISSORY NOTE - Nogales Resources Corp | nogales_ex101.htm |
| EX-10.4 - PROPERTY OPTION AGREEMENT - Nogales Resources Corp | nogales_ex104.htm |
| EX-10.2 - GEOLOGICAL CONSULTANT ENGAGEMENT LETTER - Nogales Resources Corp | nogales_ex102.htm |
| EX-10.5 - CORPORATE ADMINISTRATIVE SERVICES AGREEMENT - Nogales Resources Corp | nogales_ex105.htm |
| EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Nogales Resources Corp | nogales_ex231.htm |
| EX-3.1 - ARTICLES OF INCORPORATION - Nogales Resources Corp | nogales_ex31.htm |
| EX-99.1 - CONSENT OF ASSOCIATION OF PROFESSIONAL ENGINEERS AND GEOSCIENTIST - Nogales Resources Corp | nogales_ex991.htm |
| CLARK CORPORATE LAW GROUP LLP | 3273 E. Warm Springs Las Vegas, NV 89120 200 S. Virginia St., 8th Floor Reno, NV 89501 | ||||
| Bryan R. Clark | Scott P. Doney |
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| Telephone: 702-312-6255 |
| Christopher T. Clark | Joe Laxague |
| Facsimile: 702-944-7100 | ||
| Richard T. Cunningham |
| Email: jlaxague@clarkcorporatelaw.com | |||
September 25, 2014
Nogales Resources Corp.
PO Box 80, Calle Columbia
Colonia 5 de Diciembre
Puerto Vallarta, CP48351
Jalisco, México
Dear Sirs:
We have acted as counsel to Nogales Resources Corp., a Nevada corporation (the “Company”), in connection with limited matters relating to the Company’s submission to the Securities and Exchange Commission of a registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, relating to the offering for sale of up to 1,500,000 shares of the Company’s common stock, par value $0.001 per (collectively, the “Shares”).
In this connection, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of the Articles of Incorporation and Bylaws of the Company, as amended through the date hereof, resolutions of the Company’s Board of Directors, and such other documents and corporate records relating to the Company and the issuance of the Shares as we have deemed appropriate. In all cases, we have assumed the genuineness of signatures, the authenticity of documents submitted to us as originals, the conformity to authentic original documents of documents submitted to us as copies, and the accuracy and completeness of all records and other information made available to us by the Company. We express no opinion concerning the law of any jurisdiction other than the State of Nevada.
On the basis of the foregoing, we are of the opinion that the Shares will be validly issued, fully paid and non-assessable when issued by the Company if the consideration for the Shares described in the prospectus is received by the Company.
We hereby consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Joe Laxague, Esq.