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| S-1/A - S-1/A - Leo Motors, Inc. | leoms1a10082016.htm |
EXHIBIT 5.1
SICHENZIA ROSS FRIEDMAN FERENCE LLP
Attorneys At Law
61 Broadway, 32nd Floor
New York, New York 10006
_____________________
Telephone: (212) 930-9700
Facsimile: (212) 930-9725
October 11, 2016
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
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Re:
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Leo Motors, Inc.
Form S-1 Registration Statement
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Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), filed by Leo Motors, Inc., a Nevada corporation (the "Company"), with the Securities and Exchange Commission.
We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.
Based on our examination mentioned above, we are of the opinion that the 54,216 shares owned by Darrin Ocasio being registered to be sold pursuant to the Registration Statement are duly authorized, legally and validly issued, and fully paid and non-assessable. The remainder of the securities being registered to be sold pursuant to the Registration Statement are duly authorized and will be, when sold in the manner described in the Registration Statement, legally and validly issued, and fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal Matters" in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.
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Very truly yours,
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/s/ Sichenzia Ross Friedman Ference LLP
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Sichenzia Ross Friedman Ference LLP
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