Attached files
| file | filename |
|---|---|
| EX-23.1 - EXHIBIT 23.1 CONSENT OF PLS CPA, A PROFESSIONAL CORP. - GPODS, INC. | fs1_ex23z1.htm |
| EX-99.2 - EXHIBIT 99.2 ESCROW AGREEMENT - GPODS, INC. | fs1_ex99z2.htm |
| EX-99.1 - EXHIBIT 99.1 FORM OF SUBSCRIPTION AGREEMENT - GPODS, INC. | fs1_ex99z1.htm |
| EX-14.3 - EXHIBIT 14.3 FORM OF PROMISSORY NOTE - $2,500.00 - GPODS, INC. | fs1_ex14z3.htm |
| EX-14.2 - EXHIBIT 14.2 EMPLOYMENT AGREEMENT - GPODS, INC. | fs1_ex14z2.htm |
| EX-14.1 - EXHIBIT 14.1 CODE OF BUSINESS ETHICS AND CONDUCT - GPODS, INC. | fs1_ex14z1.htm |
| EX-10.1 - EXHIBIT 10.1 CONFLICT OF INTEREST AGREEMENT AND POLICY - GPODS, INC. | fs1_ex10z1.htm |
| EX-3.2 - EXHIBIT 3.2 BYLAWS - GPODS, INC. | fs1_ex3z2.htm |
| EX-3.1 - EXHIBIT 3.1 ARTICLES OF INCORPORATION - GPODS, INC. | fs1_ex3z1.htm |
| S-1 - FORM S-1 REGISTRATION STATEMENT - GPODS, INC. | fs1_s1.htm |
KRUEGER LLP | Los Angeles La Jolla San Diego | 7486 La Jolla Boulevard La Jolla, California 92037 858 405-7385 cell blair@OTCattorneys.com |
ADMITTED TO THE CALIFORNIA, FEDERAL AND INTER-AMERICAN BAR ASSOCIATIONS |
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Exhibits 5.1 and 23.2
August 2, 2018
United States Securities and Exchange Commission
100 F Street, N. E.
Washington, D.C. 20549
Re: GPods, Inc. (hereinafter “GPD”): Registration Statement on Form S-1 relating to a maximum of 7,500,000 shares of GPD Common Stock par value $.001 per share
Sir or Madam:
We are special counsel to GPods, Inc., a Nevada corporation (“GPD”). We have been requested by GPD to furnish you with our opinion as to the matters hereinafter set forth in connection with the above-captioned registration statement (“Registration Statement”) covering a maximum of 7,500,000 shares which will be offered by GPD.
In connection with this opinion, we have examined the Registration Statement, the Certificate of Incorporation and Bylaws of GPD, copies of the records of corporate proceedings of GPD, and copies of such other agreements, instruments and documents as we have deemed necessary to enable us to render the opinion hereinafter expressed.
Based upon and subject to the foregoing, we are of the opinion that the shares being offered and registered when sold in the manner described in the Registration Statement will be legally issued, fully paid for and non-assessable.
This opinion opines upon Nevada law, including the statutory provisions as well as all applicable provisions of the Nevada constitution and reported decisions interpreting the laws.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption “Legal Matters” in the prospectus included in the registration statement.
Very truly yours,
/s/ Blair Krueger
Blair Krueger, Esq.
Krueger LLP