Attached files
file | filename |
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EX-23.1 - AUDITOR CONSENT - Tego Cyber, Inc. | tci_ex231.htm |
EX-10.2 - COMPILATION OF WEBSITE OR SOFTWARE DEVELOPMENT AGREEMENT AND ADDENDUM BETWEEN CO - Tego Cyber, Inc. | sci_ex102.htm |
S-1/A - FORM S-1/A - Tego Cyber, Inc. | tci_s1.htm |
Exhibit
5.1
Horwitz + Armstrong
A Professional Law Corporation
14
Orchard, Suite 200
Lake
Forest, California 92630
T:
(949) 540-6540
F:
(949) 540-6578
|
October
27, 2020
Tego
Cyber Inc.
8565 S.
Eastern Avenue, Suite 150
Las
Vegas, NV, 89123
Ladies and Gentlemen:
You have requested our opinion as counsel to Tego Cyber Inc., a
Nevada corporation, (the “Company”) in connection with
the Company’s registration statement on Form S-1 filed with
the U.S. Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as
amended (the “Securities Act”) (File No.
333-248929) (the “Registration
Statement”). The Registration Statement relates to the
offering of 10,000,000 of the Company’s common shares, par
value $0.001 (the “Offering Shares”) and the resale of
an aggregate of 4,386,236 of the Company’s common shares, par
value $0.001, by selling shareholders (the “Resale
Shares”). This opinion is being furnished in accordance with
the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act.
In connection with this opinion, we have examined and relied upon
the originals or copies of such documents, corporate records, and
other instruments as we have deemed necessary or appropriate for
the purpose of this opinion, including, without limitation, the
following: (a) the articles of incorporation of the Company; (b)
the bylaws of the Company; and (c) the Registration Statement,
including all exhibits thereto.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the
originals of such documents, and the accuracy and completeness of
the corporate records made available to us by the Company. As to
any facts material to the opinions expressed below, with your
permission we have relied solely upon, without independent
verification or investigation of the accuracy or completeness
thereof, any certificates and oral or written statements and other
information of or from public officials, officers or other
representatives of the Company and others.
Based upon the foregoing and in reliance thereon, it is our opinion
that the Offering Shares of the Company are duly authorized and
will, upon the receipt of full payment, issuance and delivery in
accordance with the terms of the offering described in the
Registration Statement, be legally issued, fully paid and
non-assessable. In addition, it is our opinion that the Resale
Shares have been duly authorized and are duly and validly issued,
fully paid and non-assessable.
Page
2
The opinion expressed herein is limited to the laws of the State of
Nevada, including the Nevada Revised Statutes, all applicable
provisions of the statutory provisions, reported judicial decisions
interpreting those laws and federal securities laws. This opinion
is limited to the laws in effect as of the date hereof and is
provided exclusively in connection with the public offering
contemplated by the Registration Statement.
We assume no obligation to update or supplement this opinion letter
if any applicable laws change after the date of this opinion letter
or if we become aware after the date of this opinion letter of any
facts, whether existing before or arising after the date hereof,
that might change the opinions expressed above.
This opinion letter is furnished in connection with the filing of
the Registration Statement and may not be relied upon for any other
purpose without our prior written consent in each instance.
Further, no portion of this letter may be quoted, circulated or
referred to in any other document for any other purpose without our
prior written consent.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement and to the use of our
name as it appears in the Prospectus included in the Registration
Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder. This opinion is expressed as of
the date hereof unless otherwise expressly stated, and we disclaim
any undertaking to advise you of any subsequent changes in the
facts stated or assumed herein or of any subsequent changes in
applicable laws.
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Very
Truly Yours,
/s/ Horwitz + Armstrong
Horwitz
& Armstrong
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