Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 - Hartford Great Health Corp. | photoamigo_s1.htm |
| EX-3.2 - EXHIBIT 3.2 - Hartford Great Health Corp. | photo_ex3x2.htm |
| EX-3.1 - EXHIBIT 3.1 - Hartford Great Health Corp. | photo_ex3x1.htm |
| EX-23.1 - EXHIBIT 23.1 - Hartford Great Health Corp. | photoamigo_ex23x1.htm |
Exhibit
5.1
PhotoAmigo,
Inc.
924 Olive
Street
Santa
Barbara, California 93101
Re: Registration
Statement on Form S-1
Ladies
and Gentlemen:
We are
counsel for PhotoAmigo, Inc., a Nevada corporation (the “Company”), in
connection with the proposed public offering under the Securities Act of 1933,
as amended, of up to an aggregate of 1,162,000 shares of its $0.001 par value
common stock (“Common Stock”) to be offered by certain selling stockholders of
the Company through a Registration Statement on Form S-1 (“Registration
Statement”) as to which this opinion is a part, to be filed with the Securities
and Exchange Commission (the “Commission”).
In
connection with rendering our opinion as set forth below, we have reviewed and
examined originals or copies identified to our satisfaction of the
following:
(1)
Articles of Incorporation and amendments thereto, of the Company as filed with
the Secretary of State of the state of Nevada;
(2)
Corporate minutes containing the written deliberations and resolutions of the
Board of Directors and shareholders of the Company;
(3)
The Registration Statement and the Preliminary Prospectus contained within the
Registration Statement;
(4)
The other exhibits of the Registration Statement; and
(5)
All relevant statutory provisions under Nevada law, all applicable
Nevada Constitutional provisions and all reported judicial decisions
interpreting such statutory and Constitutional provisions.
We 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 we have deemed necessary or appropriate under the
circumstances.
Based
upon the foregoing and in reliance thereon, it is our opinion that the Common
Stock offered under the Registration Statement and the Common Stock to be issued
upon exercise of the warrants, are fully paid, non-assessable and lawfully
issued under Nevada law.
We hereby
consent to the use of this opinion as an exhibit to the Registration Statement
and to the use of our name under the caption “Legal Matters” in the Prospectus
constituting a part thereof.
|
Very
truly yours.
|
|||
|
|
|
/s/ Gary A. Agron | |
| Gary A. Agron, Esquire | |||