Attached files
file | filename |
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S-1/A - S-1/A - TRAQER CORP | v433366_s1a.htm |
EX-10.3 - EXHIBIT 10.3 - TRAQER CORP | v433366_ex10-3.htm |
EX-10.4 - EXHIBIT 10.4 - TRAQER CORP | v433366_ex10-4.htm |
EX-23.1 - EXHIBIT 23.1 - TRAQER CORP | v433366_ex23-1.htm |
Exhibit 5.1
![]() Szaferman, Lakind, Blumstein & Blader, P.C. Attorneys at Law
101 Grovers Mill Road, Suite 200 Lawrenceville, NJ 08648 P: 609.275.0400 F: 609.275.4511 www.szaferman.com |
Arnold C. Lakind Barry D. Szaferman Jeffrey P. Blumstein Steven Blader Brian G. Paul+ Craig J. Hubert++ Michael R. Paglione* Lionel J. Frank** Jeffrey K. Epstein+ Stuart A. Tucker Scott P. Borsack*** Daniel S. Sweetser* Robert E. Lytle Janine G. Bauer*** Daniel J. Graziano Jr. Nathan M. Edelstein** Bruce M. Sattin*** Gregg E. Jaclin** Robert P. Panzer Benjamin T. Branche* Eric M. Stein** Robert G. Stevens Jr.** |
Of Counsel Stephen Skillman Linda R. Feinberg Anthony J. Parrillo Paul T. Koenig, Jr. Robert A. Gladstone Janine Danks Fox* Richard A. Catalina Jr.*† E. Elizabeth Sweetser Keith L. Hovey
Michael D. Brottman** Lindsey Moskowitz Medvin** Mark A. Fisher Robert L. Lakind*** Thomas J. Manzo** Carley Ward** Melissa A. Chimbangu Kathleen O’Brien Steven A. Lipstein** Yarona Y. Liang# Brian A. Heyesey Mengyi "Jason" Ye John O’Leary*** Christopher S. Myles Christopher S. Kwelty
+Certified Matrimonial Attorney ++Certified Civil and Criminal Trial Attorney *NJ & PA Bars **NJ & NY Bars ***NJ, NY & PA Bars #NY Bar †U.S. Patent & Trademark Office
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March 8, 2016
Traqer Corp.
910 Sylvan Ave, Suite 150
Englewood Cliffs, NJ 07632
Gentlemen:
You have requested our opinion as counsel for Traqer Corp., a Nevada corporation (the “Company”), in connection with the registration statement on Form S-1 (the “Registration Statement”), under the Securities Act of 1933 (the “Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”). The Registration Statement relates to the resale offering of 761,500 (the “Offering”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). All of the shares of Common Stock in the Offering were originally sold by the Company to investors pursuant to Regulation S and Rule 506 of Regulation D as promulgated by the Commission under the Act (the “Private Placement”).
In order to render our opinion, we have examined the following documents identified and authenticated to our satisfaction:
(a) | the Registration Statement which includes the prospectus; | |
(c) | the certificate of an Officer of the Company, dated as of even date herewith (the “Officer’s Certificate”); | |
(c) | the Certificate of Incorporation of the Company, dated April 4, 2014; | |
(d) | Board of Directors resolution ratifying the issuance of the Common Stock, the Offering, and the Registration Statement; | |
(e) | a certificate of good standing of the Company issued by the Secretary of State of the State of Nevada, dated March 1, 2016. |
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March 8, 2016 Page 2 |
In each instance we have relied upon the content of each of the documents set out above, and have relied upon the content of the Officers Certificate. In reliance on the factual matters contained thereon, and based upon our review of the foregoing, it is our opinion that the shares of Common Stock issued in the Offering which are included in the Registration Statement have been duly authorized and are legally issued, fully paid and non-assessable.
We offer our opinion based upon the laws of the State of Nevada. This opinion opines upon Nevada law including statutory provisions, all applicable provisions of the Nevada Revised Statutes and reported judicial decisions interpreting those laws. We express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Experts” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
SZAFERMAN, LAKIND, BLUMSTEIN & BLADER, PC
By: | /s/ Gregg Jaclin | |
Gregg E. Jaclin | ||
For the Firm |