Attached files
| file | filename |
|---|---|
| S-1/A - S-1/A - Zentrum Holdings, Inc. | offline_s1a1.htm |
| EX-23.2 - CONSENT OF INDEPENDENT ACCOUNTING FIRM - Zentrum Holdings, Inc. | ex_232.htm |
| EX-23.1 - CONSENT OF INDEPENDENT ACCOUNTING FIRM - Zentrum Holdings, Inc. | consent_231.htm |
| EX-10.5 - LOAN AGREEMENT - OFF LINE CO., LTD. AND OFF LINE JAPAN CO., LTD. - Zentrum Holdings, Inc. | ex105loanagreement.htm |
| EX-10.4 - LOAN AGREEMENT - KOICHI ISHIZUKA AND OFF LINE JAPAN CO. - Zentrum Holdings, Inc. | ex104loanagreement.htm |
| EX-10.3 - LOAN AGREEMENT - OFF LINE CO., LTD AND OFF LINE INTERNATIONAL, INC. - Zentrum Holdings, Inc. | ex103loanagreement.htm |
| EX-10.2 - OUTSOURCING AGREEMENT WITH UEDA TSUSHO, LTD. - Zentrum Holdings, Inc. | agreement_ueda.htm |
| EX-10.1 - SHARE CONTRIBUTION AGREEMENT - Zentrum Holdings, Inc. | contributionagreement.htm |
| EX-3.2 - BY-LAWS - Zentrum Holdings, Inc. | bylaws.htm |
| EX-3.1 - CERTIFICATE OF INCORPORATION - Zentrum Holdings, Inc. | certification.htm |
Exhibit 5.1
August 7, 2020
Off Line International, Inc.
4-30-4F, Yotsuya, Shinjuku-Ku
Tokyo, 162-0004, Japan
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
I am counsel for World Scan Project, Inc., a Delaware corporation (the “Company”), in connection with the proposed public offering of up to 2,500,000 shares of the common stock, $0.0001 par value per share (“Common Stock”), of the Company by Koichi Ishizuka (the “Selling Shareholders”) under the Securities Act of 1933, as amended, through a Registration Statement on Form S-1 (the “Registration Statement”) as to which this opinion is a part, to be filed with the Securities and Exchange Commission on or about August 7, 2020.
In connection with rendering my opinion as set forth below, I have reviewed and examined originals or copies identified to my satisfaction of the following:
(1) Articles of Incorporation, of the Company as filed with the Secretary of State of Delaware;
(2) By-laws of the Company;
(3) Corporate minutes containing the written resolutions of the Board of Directors of the Company;
(4) The Registration Statement and the prospectus contained within the Registration Statement; and
(5) The other exhibits of the Registration Statement.
I have examined such other documents and records, instruments and certificates of public officials, officers and representatives of the Company, and have made such other investigations as I have deemed necessary or appropriate under the circumstances.
In my 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 original documents and the conformity to original documents of all documents submitted to me as certified, conformed, facsimile, electronic or photostatic copies. I have relied upon the statements contained in the Registration Statement and certificates of officers of the Company, and I have made no independent investigation with regard thereto.
Based upon the foregoing and in reliance thereon, it is my opinion that the 2,500,000 shares of Common Stock that are currently issued and outstanding and being offered by the Selling Shareholder are legally, issued, fully paid and non-assessable, pursuant to the laws of the State of Delaware and the laws of the United States of America.
I hereby consent to this
opinion being included as an exhibit to the Registration Statement and to the use of my name under the caption “EXPERTS”
in the prospectus constituting a part thereof.
MCMURDO LAW GROUP, LLC
/s/ Matthew McMurdo, Esq.
Matthew McMurdo, Esq.