Attached files

file filename
S-1/A - NORCOR TECHNOLOGIES CORPORATION S-1/A - Norcor Technologies Corpnorcors1a072715.htm
EX-3.2 - BYLAWS - Norcor Technologies Corpnorcorbylaws012915.htm
EX-3.1 - ARTICLES OF INCORPORATION - Norcor Technologies Corpnorcoraoi012815.htm
EX-23.2 - AUDIT CONSENT - Norcor Technologies Corpauditconsent072715.htm

Securities Compliance Group, Ltd

520 W. Roosevelt #200

Wheaton, IL 60187

Tel. (888) 978.9901

www.IBankAttorneys.com

 

July 31, 2015

 

Norcor Technologies Corporation

338 S. Sharon Amity Rd.

Charlotte, NC 28211

 

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

 

To the Board of Directors:

 

I have been engaged as counsel to Norcor Technologies Corporation 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 12,329,400 common shares sold by Norcor Technologies Corporation, a Georgia 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 12,000,000 common shares being offered by the Company pursuant to the registration statement are duly authorized and, when issued in the manner described in the registration, will be legally and validly issued, fully paid and non-assessable. 

In addition, I am of the opinion that the 329,500 common shares being offered by selling shareholders pursuant to the registration statement have been duly authorized and are legally and validly issued, fully paid and non-assessable. 

The opinion opines upon the laws of the State of Georgia 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