Attached files
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S-1/A - Axiologix Education Corp | g3669.htm |
EX-23.1 - Axiologix Education Corp | ex23-1.htm |
[LETTERHEAD OF DEAN LAW CORP]
November
24, 2009
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D. C. 20549
Gentlemen:
Re: Axiologix
Education Corporation
Please be
advised that, we have reached the following conclusions regarding the above
offering:
1. Axiologix
Education Corporation (the "Company") is a duly and legally organized and
existing Nevada State Corporation, with its registered office located in Las
Vegas, Nevada and its principal place of business located in Egg Harbor
Township, New Jersey. The Articles of Incorporation and corporate
registration fees were submitted to the Nevada Secretary of State's office and
filed with the office on April 29, 2009. The Company's existence and
form is valid and legal pursuant to Nevada law.
2. The
Company is a fully and duly incorporated Nevada corporate entity. The
Company has one class of Common Stock at this time. Neither the
Articles of Incorporation, Bylaws, and amendments thereto, nor subsequent
resolutions change the non-assessable characteristics of the Company's common
shares of stock. The Common Stock previously issued by the Company is
in legal form and in compliance with the laws of the State of Nevada, its
Constitution and reported judicial decisions interpreting those laws and when
such stock was issued it was duly authorized, fully paid for and
non-assessable.
3. To
our knowledge, the Company is not a party to any legal proceedings nor are there
any judgments against the Company, nor are there any actions or suits filed or
threatened against it or its officers and directors, in their capacities as
such, other than as set forth in the registration statement. We know
of no disputes involving the Company and the Company has no claim, actions or
inquires from any federal, state or other government agency, other than as set
forth in the registration statement. We know of no claims against the
Company or any reputed claims against it at this time, other than as set forth
in the registration statement.
4. The
Company's outstanding shares are all common shares. There are no
liquidation preference rights held by any of the Shareholders upon voluntary or
involuntary liquidation of the Company.
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5. The
directors and officers of the Company are indemnified against all costs,
expenses, judgments and liabilities, including attorney's fees, reasonably
incurred by or imposed upon them or any of them in connection with or resulting
from any action, suit or proceedings, civil or general, in which the officer or
director is or may be made a party by reason of his being or having been such a
director or officer. This indemnification is not exclusive of other
rights to which such director or officer may be entitled as a matter of
law.
6. The
Company's Articles of Incorporation presently provide the authority to the
Company to issue 150,000,000 shares of common stock, with a par value of $0.001
per share.
7. Under
the applicable law of the State of Nevada (including statutory, regulatory and
case law), the 2,757,600 shares of common stock of the Company being registered
pursuant to the Registration Statement) were duly authorized by all necessary
corporate action on the part of the Company and are validly issued, fully paid
and nonassessable and, when sold as contemplated in the Registration Statement,
will continue to be validly issued, fully paid and nonassessable.
We consent to filing this
opinion as an exhibit to the Company’s Form S-1 registration statement
and also consent to the
reference to our name in the prospectus which forms a part of the Registration
Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated
thereunder.
Yours
very truly,
/s/ Dean
Law Corp.
Dean
Law Corp.