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S-1/A - S-1/A - READABOO, INC.v391545_s1a.htm
EX-23.1 - EXHIBIT 23.1 - READABOO, INC.v391545_ex23-1.htm


Exhibit 5.1


Szaferman, Lakind, Blumstein & Blader, P.C.

Attorneys at Law


101 Grovers Mill Road, Suite 200

Lawrenceville, NJ 08648

P: 609.275.0400

F: 609.275.4511


Arnold C. Lakind

Barry D. Szaferman

Jeffrey P. Blumstein

Steven Blader

Brian G. Paul+

Craig J. Hubert++

Michael R. Paglione*

Lionel J. Frank**

Jeffrey K. Epstein+

Stuart A. Tucker

Scott P. Borsack***

Daniel S. Sweetser*

Robert E. Lytle

Janine G. Bauer***

Daniel J. Graziano Jr.

Nathan M. Edelstein**

Bruce M. Sattin***

Gregg E. Jaclin**


Of Counsel

Stephen Skillman

Linda R. Feinberg

Anthony J. Parrillo

Paul T. Koenig, Jr.

Robert A. Gladstone

Janine Danks Fox*

Richard A. Catalina Jr.*†

Eric M. Stein**


Robert G. Stevens Jr.**

Michael D. Brottman**

Benjamin T. Branche*

Lindsey Moskowitz Medvin**

Mark A. Fisher

Robert L. Lakind***

Thomas J. Manzo**

Melissa A. Chimbangu

Bella Zaslavsky**

Kathleen O’Brien

Steven A. Lipstein**

Yarona Y. Liang#

Brian A. Heyesey


October 20, 2014


Readaboo, Inc.

845 Third Avenue, 6th Floor

New York, New York


+Certified Matrimonial Attorney

++Certified Civil and Criminal Trial Attorney

*NJ & PA Bars

**NJ & NY Bars

***NJ, NY & PA Bars

#NY Bar

†U.S. Patent & Trademark Office




You have requested our opinion as counsel for Readaboo, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-1 (the “Registration Statement”), under the Securities Act of 1933 (the “Act”), filed by the Company with the Securities and Exchange Commission. The Registration Statement relates to an offering of 500,000 of the Company’s common stock, par value $0.0001 per share made pursuant to Regulation S promulgated under the Act (the “Offering”).


In order to render our opinion, we have examined the following documents identified and authenticated to our satisfaction:


  (a) the Registration Statement which includes the prospectus;
  (b) the certificate of an Officer of the Company, dated as of event date herewith (the “Officer’s Certificate”);
  (c) the Certificate of Incorporation of the Company, dated February 24, 2014;
  (d) a Board of Directors resolution approving the Offering pursuant to Regulation S;
  (e) a Board of Directors resolution approving the Registration Statement; and
  (f) a certificate of good standing of the Company issued by the Secretary of State of the State of Delaware, dated August 27, 2014.


In each instance we have relied upon the content of each of the documents set out above, and have relied upon the content of the Officers Certificate. In reliance on the factual matters contained thereon, and based upon our review of the foregoing, it is our opinion that the common stock to be in the Offering which are included in the Registration Statement have been duly authorized and are legally issued, fully paid and non-assessable.


We offer our opinion based upon the laws of the State of Delaware. This opinion opines upon Delaware law including statutory provisions, all applicable provisions of the Delaware General Corporate Law and reported judicial decisions interpreting those laws. We express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.




Readaboo, Inc.

October 20, 2014

Page 2


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 “Experts” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.


Very truly yours,




 By: /s/ Gregg Jaclin  
  Gregg E. Jaclin  
  For the Firm