Attached files

file filename
S-1/A - FORM S-1/A1 REGISTRATION STATEMENT - GAIN CITIES LTDs1a022515_s1z.htm
EX-23.1 - EXHIBIT 23.1 AUDITOR'S CONSENT - GAIN CITIES LTDs1a022515_ex23z1.htm


KRUEGER  

GROUP, LLP

Los Angeles

San Diego

La Jolla

La Jolla Law Building

5510 La Jolla Boulevard

La Jolla, California 92037

858 729 9997

858 729 9995 fax

blair@thekruegergroup.com


BUSINESS LAWYERS LICENSED IN CALIFORNIA, TEXAS AND WASHINGTON

 



  



Exhibit 5.1 and 23.2


 February 25, 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, Pre-Effective Amendment No. 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/ Krueger LLP

________________________

Krueger LLP