Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 REGISTRATION STATEMENT - GAIN CITIES LTD | s1011915_s1.htm |
| EX-23.1 - EXHIBIT 23.1 AUDITOR'S CONSENT - GAIN CITIES LTD | s1011915_ex23z1.htm |
| EX-99.2 - EXHIBIT 99.2 ESCROW AGREEMENT - GAIN CITIES LTD | s1011915_ex99z2.htm |
| EX-3.1 - EXHIBIT 3.1 ARTICLES OF INCORPORATION - GAIN CITIES LTD | s1011915_ex3z1.htm |
| EX-10.2 - EXHIBIT 10.2 CONFLICT OF INTEREST AGREEMENT - GAIN CITIES LTD | s1011915_ex10z2.htm |
| EX-99.1 - EXHIBIT 99.1 SUBSCRIPTION AGREEMENT - GAIN CITIES LTD | s1011915_ex99z1.htm |
| EX-14.1 - EXHIBIT 14.1 CODE OF ETHICS - GAIN CITIES LTD | s1011915_ex14z1.htm |
| EX-3.2 - EXHIBIT 3.2 BYLAWS - GAIN CITIES LTD | s1011915_ex3z2.htm |
EXHIBIT 5.1
![[s1011915_ex5z1001.jpg]](s1011915_ex5z1001.jpg)
Exhibit 5.1 and 23.2
January 20, 2015
United States Securities
and Exchange Commission
100 F Street, N. E.
Washington, D.C. 20549
Re:
Remove-By-You, Inc. (hereinafter “RBY”) Registration Statement on Form S-1 relating to a maximum of 4,000,000 shares of RBY Common Stock par value $.001 per share
Gentlemen:
We are special counsel to Remove-By-You, Inc., a Nevada corporation. We have been requested by RBY to furnish you with our opinion as to the matters hereinafter set forth in connection with the above-captioned registration statement (“Registration Statement”) covering a maximum of 4,000,000 shares which will be offered by RBY.
In connection with this opinion, we have examined the Registration Statement, the Certificate of Incorporation and By-Laws of RBY, copies of the records of corporate proceedings of RBY, and copies of such other agreements, instruments and documents as we have deemed necessary to enable us to render the opinion hereinafter expressed.
Based upon and subject to the foregoing, we are of the opinion that the shares being offered and registered when sold in the manner described in the Registration Statement will be legally issued, fully paid and non-assessable. This opinion opines upon Nevada law, including the statutory provisions as well as all applicable provisions of the Nevada constitution and reported decisions interpreting the laws.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption “Legal Matters” in the prospectus included in the registration statement.
Very truly yours,
/s/ The Krueger Group, LLP
The Krueger Group, LLP