UPAY - FORM S-1/A - EX-5 - EXHIBIT 5 - November 9, 2016

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EX-23.1 - EXHIBIT 23.1 - UPAYv451483_ex23-1.htm
S-1/A - S-1/A - UPAYv451483_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

 

November 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  

 

 

 

 

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