Attached files

file filename
EX-99.1 - Kaskad Corp.ex_991.htm
EX-23.1 - Kaskad Corp.ex_231.htm
EX-10.3 - Kaskad Corp.ex_103.htm
EX-10.2 - Kaskad Corp.ex_102.htm
EX-10.1 - Kaskad Corp.ex_101.htm
EX-3.2 - Kaskad Corp.ex_32.htm
EX-3.1 - Kaskad Corp.ex_31.htm
S-1 - Kaskad Corp.ekaskads-11.htm

August 4, 2016

 

VIA Email:

company@corpkaskad.com
Kaskad Corp.

Board of Directors

c/o Piotr Sibov

Dimitar Petkov 119

Ent. B, Fl. 3, 92

Sofia, Bulgaria 1309

 

            Re:      Legal Opinion and Consent letter

                        Registration Statement on Form S-1

 

Dear Board of Directors:

We have acted as counsel to Kaskad Corp., a Nevada corporation (the “Company”), in connection with the filing of the Company’s Registration Statement on Form S-1 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”).  The Company is seeking the registration of 3,000,000 shares of its common stock (the “Shares”) in a direct public offering under the Securities Act of 1933, as amended (the “Securities Act”). Following the effectiveness of the Registration Statement, the Company intends to commence the offering of the Shares through its directors and officers relying on the safe harbor from broker-dealer registration.

In the preparation of this opinion, we have relied solely on (i) various facts and factual assumptions as set forth in the Registration Statement; and (ii) certain representations made by the Company as to factual matters through a certificate of an officer of the Company (the “Management Certificate”). For purposes hereof, items (i) and (ii) are referred to collectively herein as the “Opinion Materials.”  In addition to reviewing the Opinion Materials, in connection with rendering the opinions expressed below, we have examined originals (or copies identified to our satisfaction as true copies of the originals) of the following documents: (a) the Registration Statement, (b) the Articles of Incorporation of the Company dated June 9, 2015 authorizing 75,000,000 shares of stock with a par value of $0.001, (c) the Bylaws of the Company dated June 9, 2015, and (d) such other documents deemed by us to be relevant to this opinion letter as may have been presented to us by the Company from time to time. 

We have assumed, with your consent, that the representations set forth in the Management Certificate are true, accurate, and complete as of the date hereof. While we are not aware of any facts inconsistent with the representations set forth in the Management Certificate, we have not made an independent investigation or audit of the facts set forth in any of the Opinion Materials (or other aspects of the Registration Statement unless set forth herein). In addition, we have examined no documents other than the Opinion Materials for purposes of this opinion and, therefore, our opinion is limited to matters determined through such an examination.  

In rendering the opinion set forth herein, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. Based solely on our review of the Opinion Materials, we are of the opinion that:


 

            (a) The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Nevada, including statutory provisions, and all applicable provisions of Chapter 78 of the Nevada Revised Statutes, and reported judicial decisions interpreting those laws;

 

            (b) The Company has taken all requisite corporate action and all other action recognized as being consistent with standards of proper corporate governance required with respect to the authorization, issuance and sale of common stock issued pursuant to the Registration Statement;

 

            (c) The 3,000,000 shares of common stock being offered as the Company's initial offering are duly authorized, unencumbered and not subject to any actual or threatened litigation, and not subject to any defaults or failures by the Company in filing annual reports with the State of Nevada;

 

            (d) The rights, duties and obligations related to the 3,000,000 shares of common stock being offered in the Registration Statement are governed by the Articles of Incorporation and Bylaws of the Company, and where necessary, the Nevada Revised Statutes;

 

            (e) The 5,000,000 shares of common stock titled to Piotr Sibov are restricted under Rule 144 and are not being registered under the Registration Statement; and

 

            (f) The questionnaire completed and signed by Mr. Piotr, as the sole officer and director of the Company is accurate.

 

            Based upon and in reliance upon the foregoing, and after examination of such corporate and other records, certificates and other documents and such matters of law as we have deemed applicable or relevant to this opinion, it is our opinion that the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada, the jurisdiction of its incorporation, and has full corporate power as described in the Registration Statement.

 

          The authorized capital stock of the Company consists of 75,000,000 shares of common stock, as defined in the Articles of Incorporation, with a par value of $0.001 per share, of which there are currently 5,000,000 shares issued and outstanding. The Company is not authorized to issue shares of preferred stock. The Company has taken proper corporate action to authorize such authorized capital stock and all the outstanding shares of such capital stock (including those shares being registered under the Registration Statement), when delivered in the manner and/or on the terms described in the Registration Statement (after it is declared effective), are duly and validly issued, fully paid and non-assessable. The current shareholder of the Company has no preemptive rights with respect to the Common Stock.

 

            This correspondence is necessary in conjunction with the submission of the Registration Statement, and thus the Board of Directors is hereby authorized to attach it as the Firm’s opinion related to certain representations in the Registration Statement, and to reference the Firm in the Registration Statement. This correspondence, however, does not constitute a waiver of the attorney-client privilege as to unrelated or future matters.

 

            I consent to the prospectus discussion of any and all legal opinions disclosed in the Registration Statement. This opinion is being furnished to the Company solely in connection with the Company's filing of the Registration Statement with the Securities and Exchange Commission, and we hereby consent to the use of this opinion as an exhibit thereto. In giving such consent, we do not hereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.


 

 

          Please feel free to contact me with any questions.

Very truly yours,
PAESANO AKKASHIAN APKARIAN, PC

 

Anthony R. Paesano

 

Anthony R. Paesano