Attached files
Exhibit 5.1
[LETTERHEAD OF BEFUMO & SCHAEFFER, PLLC]
November 25, 2015
United States Securities and Exchange Commission
100 F Street
Washington, D.C. 20549
RE: Legal Opinion Pursuant to SEC Form S-1 for Fellazo Corp., a Nevada
corporation
Ladies and Gentlemen:
I have acted as special counsel to Fellazo Corp. (The "Company") for the limited
purpose of rendering this opinion in connection with the Registration Statement
on Form S-1 and the Prospectus included therein (collectively the "Registration
Statement") which is being filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act") on or about November
27, 2015, with respect to the registration and proposed sale of up to 8,000,000
shares of Common Stock, par value $0.001 per share, which may be sold at a price
of $0.01 per share.
In my capacity as special counsel to the Company, I have examined instruments,
documents, and records, which I have deemed relevant and necessary for the basis
of my opinion, including, but not limited to, the Certificate of Incorporation
of the Company, the By-Laws of the Company, and the records of corporate
proceedings relating to the issuance of Shares. Additionally, I have reviewed
and made such other examinations of law and fact as I have deemed relevant to
form the opinion hereinafter expressed.
I have examined such documents in light of the applicable laws of the State of
Nevada, including the Nevada Constitution, all applicable provisions of Nevada
statutes, and reported judicial decisions interpreting those laws.
In such examinations, I have assumed the legal capacity of all natural persons,
the authenticity and completeness of all instruments submitted to me as original
documents, the conformity to the authentic originals of all documents supplied
to me as certified or photostatic or faxed copies, and the genuineness of all
signatures contained in the records, documents, instruments, and certificates I
have reviewed.
In conducting my examination of documents executed by parties other than the
Company, I have assumed that such parties had the power, corporate, limited
liability company or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action, corporate,
limited liability company or other, and the due execution and delivery by such
parties of such documents and that, to the extent such documents purport to
constitute agreements, such documents constitute valid and binding obligations
of such parties.
[LETTERHEAD OF BEFUMO & SCHAEFFER, PLLC]
Based upon and subject to the foregoing, I make the following opinion on the
legality of the securities being registered. I am of the opinion that:
1. The Company has an authorized capitalization of 75,000,000 shares of
Common Stock, $0.001 par value, and no shares of Preferred Stock.
2. The 8,000,000 shares that are being offered by the Company, upon the due
execution by the Company and the registration by its registrar of such shares,
the sale thereof by the Company in accordance with the terms of the Registration
Statement and after the effectiveness of the Registration Statement, and the
receipt of consideration therefore in accordance with the terms of the
Registration Statement, such shares will be duly and validly issued and
authorized, fully paid and non-assessable.
This opinion letter is limited to the status of shares to be issued under the
Registration Statement, and no opinion is implied or may be inferred beyond the
matters expressly stated.
I hereby consent to the filing of this opinion with the U.S. Securities and
Exchange Commission as an Exhibit to the Registration Statement and to the
reference to this firm under the heading "Experts" in the Prospectus. In giving
this consent, I do not hereby admit that I am an "Expert" under the Act, or the
rules and regulations of the SEC issued thereunder, with respect to any part of
the Registration Statement, including this exhibit. Further, in giving this
consent I do not admit that I come within the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the SEC
promulgated therein or Item 509 of Regulation S-K.
Very Truly Yours,
/s/ Andrew J Befumo
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Andrew J. Befumo, Esq.
Partner, Befumo & Schaeffer, PLL