Attached files

file filename
S-1 - FORM S-1 OF UVIC INC. - Zoompass Holdings, Inc.g7851.txt
EX-3.1 - ARTICLES OF INCORPORATION - Zoompass Holdings, Inc.ex3-1.txt
EX-3.2 - BYLAWS - Zoompass Holdings, Inc.ex3-2.txt
EX-10.1 - SERVICE AGREEMENT - Zoompass Holdings, Inc.ex10-1.txt
EX-23.1 - CONSENT OF AUDITORS - Zoompass Holdings, Inc.ex23-1.txt

                                                                     Exhibit 5.1

                               Adam S. Tracy, Esq.
                        Securities Compliance Group, Ltd.
                           520 W. Roosevelt Suite 201
                                Wheaton, IL 60187
                                 (888) 978-9901
                              at@ibankattorneys.com


                                   May 4, 2015

Uvic Inc.

Re: Opinion of Counsel - Registration Statement of Form S-1

To the Board of Directors:

I have been engaged as counsel to Uvic Inc., in connection  with the preparation
and filing of a registration  statement on Form S-1. The registration  statement
covers the  registration  under the Securities  Act of 1933 of 7,000,000  common
shares to be sold by Uvic Inc., a Nevada corporation.  I am an attorney licensed
to practice before the Supreme Court of Illinois, various United States District
Courts and the United States Tax Court.  Moreover, I have been not prohibited or
otherwise   enjoined  from   practicing   before  the  Securities  and  Exchange
Commission.

In  connection  with  the  opinion   contained   herein,  I  have  examined  the
registration statement, the articles of incorporation and bylaws, the minutes of
meetings of its board of directors,  as well as all other documents necessary to
render an opinion.  In my examination,  I have assumed the legal capacity of all
natural  persons,  the  genuineness of all signatures,  the  authenticity of all
documents submitted to me as originals,  the conformity to original documents of
all  documents  submitted  to me as  certified  or  photostatic  copies  and the
authenticity of the originals of such copies.

Based upon the foregoing,  I am of the opinion that the 7,000,000  common shares
being sold pursuant to the  registration  statement are duly authorized and will
be, when issued in the manner described in the registration, legally and validly
issued, fully paid and non-assessable.

The opinion  opines upon the laws of the State of Nevada and  reported  judicial
decisions  interpreting  those laws.  This opinion does not address or relate to
any specific state  securities  laws. I assume no duty to  communicate  with the
registrant in respect to any matter that comes to my attention after the date of
effectiveness of the registration statement.

I further  consent to the use of this opinion as an exhibit to the  registration
statement  and to the  reference to my firm in the  prospectus  made part of the
registration statement.

                                  Yours very truly,


                                  /s/ Adam S. Tracy
                                  -----------------------------------
                                  Adam S. Tracy, Esq