Attached files

file filename
S-1 - FORM S-1 - GOLD LAKES CORP.gllk_s1.htm
EX-3.I - ARTICLES OF INCORPORATION, AS AMENDED - GOLD LAKES CORP.gllk_ex3.htm
EX-23.1 - CONSENT OF ZBS GROUP LLP - GOLD LAKES CORP.gllk_ex231.htm
EX-10.3 - LETTER OF INTENT - GOLD LAKES CORP.gllk_ex103.htm
EX-10.2 - EXECUTIVE EMPLOYMENT AGREEMENT - GOLD LAKES CORP.gllk_ex102.htm

EXHIBIT 5

 

 

April 11, 2016

 

Board of Directors

Gold Lakes Corp. 

3401 Enterprise Parkway, Suite 340 

Beachwood, Ohio 44122

 

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

 

To Whom It May Concern:

 

We act as counsel to Gold Lakes Corp., a Nevada corporation (the "Company"), in connection with the registration of 2,776,375 shares of the Company's common stock (the "Shares") under the Securities Act of 1933, as amended (the "Securities Act"), of which up to: (a) 1,337,500 shares of common stock are issuable upon the conversion of the principal amount of the Senior Convertible Note, dated March 14, 2016, issued to Himmil Investments Ltd. in the principal amount of $535,000 (the "Initial Convertible Note"), (b) 107,000 shares of common stock are issuable upon the conversion of interest accrued under the Initial Convertible Note, (c) 521,875 shares of common stock are issuable upon the exercise of a warrant to purchase shares of common stock, dated March 14, 2016, issued to Himmil Investments Ltd. (the "Warrant"), (d) 750,000 shares of common stock are issuable upon the conversion of the principal amount of the additional convertible note to be issued by the Company to Himmil Investments Ltd. in the principal amount of $300,000 (the "Additional Convertible Note" and together with the Initial Convertible Note, the "Convertible Notes"), and (e) 60,000 shares of common stock are issuable upon the conversion of interest accrued under the Additional Convertible Note to be issued to Himmil Investments Ltd., and all of which will be sold by the selling security holders of the Company as defined and further described in the Company's registration statement on Form S-1 (the "Registration Statement") filed under the Securities Act.

 

For the purpose of rendering this opinion, we examined originals or copies of such documents as deemed to be relevant. In conducting our examination, we assumed, without investigation, the genuineness of all signatures, the correctness of all certificates, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted as certified or photostatic copies, the authenticity of the originals of such copies, and the accuracy and completeness of all records made available to us by the Company. In addition, in rendering this opinion, we assumed that the Shares will be offered in the manner and on the terms identified or referred to in the Registration Statement, including all amendments thereto.

 

Our opinion is limited solely to matters set forth herein. The law covered by the opinions expressed herein is limited to the Federal Law of the United States and the laws applicable to the State of Nevada.

 

Based upon and subject to the foregoing, and assuming that (i) the Registration Statement becomes and remains effective, and the Prospectus which is a part of the Registration Statement (the "Prospectus"), and the Prospectus delivery requirements with respect thereto, fulfill all of the requirements of the Securities Act, throughout all periods relevant to the opinion; (ii) all offers and sales of the Shares will be made in compliance with the securities laws of the states having jurisdiction thereof; (iii) the Company issues the Additional Convertible Note; and (iv) the Convertible Notes and corresponding accrued interest and interest to be accrued under each such applicable Convertible Note, and the Warrant, are converted or exercised into Shares pursuant to the terms of such applicable Convertible Note or Warrant; we are of the opinion that the Shares to be issued will be legally issued, fully paid and non-assessable.

 

We hereby consent in writing to the reference to this firm under the caption "Interests of Named Experts and Counsel" in the Prospectus included in the Registration Statement and the use of our opinion as an exhibit to the Registration Statement and any amendment thereto. By giving such consent, we do not thereby admit that we come within the category of persons where consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

 

 

Very truly yours,

 

 

By:

/s/ Greenberg Traurig, LLP

 

Greenberg Traurig, LLP