Attached files
| file | filename |
|---|---|
| EX-23.1 - EXHIBIT 23.1 - UPAY | v446344_ex23-1.htm |
| EX-10.10 - EXHIBIT 10.10 - UPAY | v446344_ex10-10.htm |
| EX-10.9 - EXHIBIT 10.9 - UPAY | v446344_ex10-9.htm |
| EX-10.8 - EXHIBIT 10.8 - UPAY | v446344_ex10-8.htm |
| EX-10.7 - EXHIBIT 10.7 - UPAY | v446344_ex10-7.htm |
| EX-10.6 - EXHIBIT 10.6 - UPAY | v446344_ex10-6.htm |
| EX-10.5 - EXHIBIT 10.5 - UPAY | v446344_ex10-5.htm |
| EX-10.4 - EXHIBIT 10.4 - UPAY | v446344_ex10-4.htm |
| EX-10.3 - EXHIBIT 10.3 - UPAY | v446344_ex10-3.htm |
| EX-10.2 - EXHIBIT 10.2 - UPAY | v446344_ex10-2.htm |
| EX-10.1 - EXHIBIT 10.1 - UPAY | v446344_ex10-1.htm |
| EX-4 - EXHIBIT 4 - UPAY | v446344_ex4.htm |
| EX-3.5 - EXHIBIT 3.5 - UPAY | v446344_ex3-5.htm |
| EX-3.1 - EXHIBIT 3.1 - UPAY | v446344_ex3-1.htm |
| S-1/A - S-1/A - UPAY | v446344_s1a.htm |
EXHIBIT 5
Frederick M. Lehrer
Attorney and Counselor at Law
600 River Birch Court, 1015
Clermont, Florida 34711
flehrer@securitiesattorney1.com
(561) 706-7646
Board of Directors
UPAY, Inc.
3010 LBJ Freeway, 12th Floor
Dallas, Texas
August 9, 2016
Gentlemen:
This letter will constitute an opinion upon the legality of the sale by certain selling shareholders of UPAY, Inc. a Nevada corporation (the “Company”), of up to 2,267,810 common stock shares (the “Shares”), all as referred to in the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission. The Shares cover the resale by 29 selling security holders of a maximum of 2,267,810 common stock shares.
I have examined the Company’s Articles of Incorporation, Bylaws, and Board of Directors’ resolutions, the applicable laws of the State of Nevada and a copy of the Registration Statement. In my opinion:
| · | The Shares being registered for resale and held by the selling shareholders currently are legally issued, fully paid and non-assessable; and | |
| · | The Shares when sold will be validly issued and represent fully paid and non-assessable shares of the Company’s common stock. |
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference of Frederick M. Lehrer, Esquire under the caption “Legal Matters” in the registration statement.
Very truly yours,
Frederick M. Lehrer, P.A. |
|
| By: /s/ Frederick M. Lehrer |