Attached files

file filename
EX-3.2 - ARTICLES OF INCORPORATION - CH REAL ESTATE II, INC.chre_ex32.htm
EX-14.1 - CODE OF ETHICS - CH REAL ESTATE II, INC.chre_ex141.htm
EX-10.3 - ASSIGNMENT OF DEED OF TRUST - CH REAL ESTATE II, INC.chre_ex103.htm
EX-10.2 - ASSIGNMENT OF DEED OF TRUST - CH REAL ESTATE II, INC.chre_ex102.htm
EX-10.1 - SHARE EXCHANGE AGREEMENT - CH REAL ESTATE II, INC.chre_ex101.htm
EX-3.4 - ARTICLES OF AMENDMENT - CH REAL ESTATE II, INC.chre_ex34.htm
EX-3.3 - BYLAWS OF THE COMPANY - CH REAL ESTATE II, INC.chre_ex33.htm
EX-3.1 - ARTICLES OF ORGANIZATION - CH REAL ESTATE II, INC.chre_ex31.htm
S-1 - FORM S-1 - CH REAL ESTATE II, INC.chre_s1.htm

 

 

OPINION AND CONSENT OF BRUNSON CHANDLER & JONES, PLLC

 

October 31, 2016

 

CH Real Estate II, Inc.

2851 B 1/2 Road

Grand Junction, CO 81503

 

Re:  CH Real Estate II, Inc., a Utah corporation (the “Company”)

 

Ladies and Gentlemen:

 

We refer to the Company’s Registration Statement on Form S-1 under the Securities Act of 1933, (the “Registration Statement”), which will be filed with the Securities and Exchange Commission on or about the date hereof. The Registration Statement relates to the registration of approximately 13,600,000 issued and outstanding shares of the Company’s no par value common stock (the “Common Stock”) held by certain selling stockholders (the “Selling Stockholder Shares”).

 

Assumptions

 

In rendering the opinion expressed below, we have assumed, with your permission and without independent verification or investigation:

 

1.  That all signatures on documents we have examined in connection herewith are genuine and that all items submitted to us as original are authentic and all items submitted to us as copies conform with originals;

 

2.  Except for the documents stated herein, there are no documents or agreements between the Company and/or any third parties which would expand or otherwise modify the respective rights and obligations of the parties as set forth in the documents referred to herein or which would have an effect on the opinion;

 

3.  That as to all factual matters, each of the representations and warranties contained in the documents referred to herein is true, accurate and complete in all material respects, and the opinion expressed herein is given in reliance thereon.

 

 

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We have examined the following documents in connection with this matter:

 

1.      The Company’s Articles of Incorporation;

 

2.      The Company’s Articles of Amendment to Articles of Incorporation;

 

3.      The Company’s By-Laws;

 

4.      The Registration Statement; and

 

5.      Unanimous Consents of the Company’s Board of Directors.

 

We have also examined various other documents, books, records, instruments and certificates of public officials, directors, executive officers and agents of the Company, and have made such investigations as we have deemed reasonable, necessary or prudent under the circumstances.  Also, in rendering this opinion, we have reviewed various statutes and judicial precedent as we have deemed relevant or necessary.

 

Conclusions

 

Based upon our examination mentioned above, and relying on the statements of fact contained in the documents that we have examined, we are of the following opinions:

 

1.      CH Real Estate II, Inc. is a corporation duly organized and validly existing under the laws of the State of Utah.

 

2.      The Selling Stockholder Shares covered by the Registration Statement have been duly authorized and are validly issued, fully paid and non-assessable.

 

The opinions set forth above are subject to the following exceptions, limitations and qualifications:  (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; and (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy. The opinion contained herein is based upon the facts in existence and the laws of the State of Utah in effect on the date hereof, and we expressly disclaim any obligation to update our opinion herein, regardless of whether changes in such facts or laws come to our attention after the date hereof.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and the reference to our firm in the Prospectus in the Registration Statement under the caption “Legal Proceedings.”

 

Very truly yours,

 

/s/ Brunson Chandler & Jones, PLLC

 

BRUNSON CHANDLER & JONES, PLLC

 

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