Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENT OF M&K CPAS, PLLC. - WEED, INC. | exhibit_23-1.htm |
| S-1/A - WEED, INC. S-1/A AMENDMENT NO. 5 - WEED, INC. | weed_s1a-17426.htm |
EXHIBIT
5.1
Law Offices of Craig V. Butler
300
Spectrum Center Drive, Suite 300
Irvine,
California 92618
Telephone
No. (949) 484-5667 ● Facsimile No. (949)
209-2545
www.craigbutlerlaw.com
cbutler@craigbutlerlaw.com
July
27, 2018
WEED,
Inc.
4920 N.
Post Trail
Tucson,
AZ 85750
Re:
WEED,
Inc. Registration Statement on Form S-1 for an offering by certain
of the Company’s shareholders of 8,982,015 shares of common
stock
Dear
Ladies and Gentlemen:
I have
acted as counsel to WEED, Inc., a Nevada corporation (the
“Company”), in connection with the proposed offering by
certain of the Company’s shareholders of 8,982,015 shares of
the Company’s common stock (the “Shares”)
pursuant to the Company's Registration Statement on Form S-1, as
amended (the “Registration Statement”) filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Act”).
I have
reviewed the Registration Statement, including the prospectus (the
“Prospectus”) that is a part of the Registration
Statement. The Registration Statement registers the resales of the
Shares by certain selling stockholders of the Company.
In
connection with this opinion, I have reviewed originals or copies
(certified or otherwise identified to my satisfaction) of the
Company’s Articles of Incorporation, the Company’s
Bylaws, resolutions adopted by the Company’s Board of
Directors, the Registration Statement, the exhibits to the
Registration Statement, and such other records, documents, statutes
and decisions, and such certificates or comparable documents of
public officials and of officers and representatives of the
Company, and have made such inquiries of such officers and
representatives, as I have deemed relevant in rendering this
opinion.
In such
examination, I have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all
documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified, conformed
or photostatic copies and the authenticity of the originals of such
latter documents.
I am
counsel admitted to practice in the State of
California.
Law Offices of Craig V. Butler
WEED,
Inc.
July
20, 2018
Page
2
The
opinions expressed below are limited to the laws of the State of
Nevada (including the applicable provisions of the Nevada
Constitution applicable judicial and regulatory decisions
interpreting these laws and applicable rules and regulations
underlying these laws) and the federal laws of the United
States.
Based
on the foregoing and in reliance thereon and subject to the
assumptions, qualifications and limitations set forth herein, I am
of the opinion that the Shares are legally issued, fully paid and
non-assessable.
This opinion is
being furnished in accordance with the requirements of Item 16 of
Form S-1 and Item 601(b)(5)(i) of Regulation S-K. I consent to the
filing of this opinion letter as Exhibit 5.1 to the Registration
Statement and to the reference to this firm under the caption
“Interest of Named Experts and Counsel” in the
prospectus which is part of the Registration Statement. In giving
this consent, I do not thereby admit that this firm within the
category of persons whose consent is required under Section 7 of
the Act, the rules and regulations of the Securities and Exchange
Commission promulgated thereunder, or Item 509 of Regulation
S-K.
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Sincerely,
Law
Offices of Craig V. Butler
/s/ Craig V. Butler, Esq.
Craig
V. Butler, Esq.
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