Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Crypto Co | ex23_1studerconsent.htm |
| EX-14.1 - CODE OF ETHICS - Crypto Co | ex14_1codeofethics.htm |
| EX-10.7 - JOHN D. THOMAS P.C. AGREEMENT - Crypto Co | ex10_7thomasagmnt.htm |
| EX-10.6 - DENOS CONSULTING AGREEMENT - Crypto Co | ex10_6kyleagmnt.htm |
| EX-10.5 - GARDNER CONSULTING AGREEMENT - Crypto Co | ex10_5gardneragmnt.htm |
| EX-10.4 - FOSTER CONSULTING AGREEMENT - Crypto Co | ex10_4fosteragmnt.htm |
| EX-10.3 - ARAVE CONSULTING AGREEMENT - Crypto Co | ex10_3araveagmnt.htm |
| EX-10.2 - KID PC AGREEMENT - Crypto Co | ex10_2kidpcagmnt.htm |
| EX-10.1 - SUBLEASE AGREEMENT - Crypto Co | ex10_1leaseagmnt.htm |
| EX-4.1 - SUBSCRIPTION AGREEMENT - Crypto Co | ex4_1formsubscription.htm |
| EX-3.2 - BYLAWS - Crypto Co | ex3_2bylaws.htm |
| EX-3.1 - AMENDED AND RESTATED ARTICLES OF INCORPORATION - Crypto Co | ex3_1articlesofinc.htm |
| S-1 - FORM S-1 - Crypto Co | s1_croe101816.htm |
J o h n D. T h o m a s, P. C.
11650 South State Street
Suite 240
Draper, Utah 84 020
(801) 816-2511
Fax: (801) 816-2599
jthomas@acadiagrp.com
October 20, 2016
The Board of Directors
CROE, INC.
11650 South State Street, Suite 240
Draper, UT 84020
(801) 816-2500
Re: Opinion and Consent of Counsel with respect to Registration Statement on Form S-1: Securities Act File No. _________
TO WHOM IT MAY CONCERN:
You have requested the opinion and consent of this law firm, as counsel, with respect to the proposed issuance and public distribution of certain securities of Croe, Inc. (the “Company”) pursuant to the filing of a registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission.
The proposed registration statement relates to the registration of certain shares of common stock of the Company issued to the selling stockholders, and issuable from the Share Exchange (the “Shares”), as more fully described in the Registration Statement. It is our opinion that the Shares of common stock have been, or in the case of the Share Exchange, will be, issued, duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Company in accordance with the General Corporation Law of the State of Utah, other relevant statutory provisions, all applicable provisions of the Utah Constitution, and reported decisions interpreting those laws.
We hereby consent to be named as counsel for Croe, Inc. in the registration statement included therein.
Very truly yours,
JOHN D. THOMAS, P.C.
/s/ John D. Thomas_________
John D. Thomas, Esq.
President