Attached files

file filename
EX-10 - FORM OF SERIES B WARRANT FOR $.15 STOCK ISSUANCE - Hawkeye Systems, Inc.ex10-06.htm
EX-23 - CONSENT OF BF BORGERS CPA PC - Hawkeye Systems, Inc.ex23-2.htm
EX-10 - FORM OF SERIES B WARRANT FOR $.50 STOCK ISSUANCE - Hawkeye Systems, Inc.ex10-10.htm
EX-10 - FORM OF SERIES A WARRANT FOR $.50 STOCK ISSUANCE - Hawkeye Systems, Inc.ex10-09.htm
EX-10 - FORM OF SERIES D WARRANT FOR $.15 STOCK ISSUANCE - Hawkeye Systems, Inc.ex10-08.htm
EX-10 - FORM OF SERIES C WARRANT FOR $.15 STOCK ISSUANCE - Hawkeye Systems, Inc.ex10-07.htm
EX-10 - FORM OF SERIES A WARRANT FOR $.15 STOCK ISSUANCE - Hawkeye Systems, Inc.ex10-05.htm
EX-10 - FORM OF SUBSCRIPTION AGREEMENT - Hawkeye Systems, Inc.ex10-04.htm
EX-10 - EXCLUSIVE LICENSE AGREEMENT BETWEEN INSIGHT ENGINEERING LLC AND OPTICAL FLOW, LL - Hawkeye Systems, Inc.ex10-03.htm
EX-10 - JOINT VENTURE OPERATING AGREEMENT FOR OPTICAL FLOW, LLC DATED AUGUST 1, 2018 - Hawkeye Systems, Inc.ex10-02.htm
EX-10 - JOINT VENTURE AGREEMENT DATED MAY 9,2018 - Hawkeye Systems, Inc.ex10-01.htm
EX-3 - BYLAWS OF REGISTRANT - Hawkeye Systems, Inc.ex3-2.htm
EX-3 - ARTICLES OF INCORPORATION OF REGISTRANT - Hawkeye Systems, Inc.ex3-1.htm
S-1 - REGISTRATION STATEMENT ON FORM S-1 - Hawkeye Systems, Inc.hawkeyeforms-1.htm

Exhibit 5.1


CUTLER LAW GROUP


M. Richard Cutler, Esq

Corporate Securities Law

Admitted in California & Texas



August 24, 2018


Hawkeye Systems, Inc.

7119 W. Sunset Blvd., #468

Los Angeles, CA 90046


Ladies and Gentlemen:


You have requested our opinion as counsel for Hawkeye Systems, Inc., a Nevada corporation (the "Company") in connection with the registration under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, and the public offering by the Company pursuant to a Registration Statement on Form S-1 of up to 5,000,000 shares of the Company’s common stock issuable in connection therewith and the public offering by Selling Shareholders (the “Selling Shareholders”) of up to an additional 5,915,250 shares of the Company’s common stock and common stock issuable to such Selling Shareholders upon the exercise of warrants.


We have examined the Company's Registration Statement on Form S-1 Amendment to be filed with the Securities and Exchange Commission on or about August 27, 2018, (the "Registration Statement").  We further have examined the Certificate of Incorporation, Bylaws, and applicable minutes of the Company as a basis for the opinion hereafter expressed.


Based on the foregoing examination, we are of the opinion that, upon issuance and sale in the manner described in the Registration Statement, the shares of common stock offered by Company in the Registration Statement will be legally and validly issued, fully paid, and nonassessable.  We are also of the opinion that the shares of common stock offered by the Selling Shareholders are legally and validly-issued, fully-paid and nonassessable.


We consent to the filing of this opinion as an exhibit to the Registration Statement.


Very truly yours,

 

/s/ M. Richard Cutler


Cutler Law Group





6575 West Loop South, Suite 500

Tel (713) 888-0040

Bellaire, Texas 77401

www.cutlerlaw.com

Fax (713) 583-7150