Attached files
| file | filename |
|---|---|
| EX-3.02 - SHADES HOLDINGS, INC. | v190709_ex3-02.htm |
| EX-3.01 - SHADES HOLDINGS, INC. | v190709_ex3-01.htm |
| EX-10.02 - SHADES HOLDINGS, INC. | v190709_ex10-02.htm |
| EX-21.01 - SHADES HOLDINGS, INC. | v190709_ex21-01.htm |
| EX-10.04 - SHADES HOLDINGS, INC. | v190709_ex10-04.htm |
| EX-10.03 - SHADES HOLDINGS, INC. | v190709_ex10-03.htm |
| EX-10.01 - SHADES HOLDINGS, INC. | v190709_ex10-01.htm |
| EX-10.05 - SHADES HOLDINGS, INC. | v190709_ex10-05.htm |
| EX-23.01 - SHADES HOLDINGS, INC. | v190709_ex23-01.htm |
| S-1 - SHADES HOLDINGS, INC. | v190709_s1.htm |
EXHIBIT
5.01
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220
South Franklin Street
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Tampa,
Florida 33602-5330
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(813)
224-9255[Phone]
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(813)
223-9620 [Fax]
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www.bushross.com
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Mailing
Address:
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Post
Office Box 3913
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Tampa,
Florida 33601-3913
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VIA U.S.
MAIL
Shades
Holdings, Inc.
Attn: Mr.
Sean M. Lyons
20711
Sterlington Drive
Land O’
Lakes, Florida 34638
Mr.
Lyons:
We have acted as counsel to Shades
Holdings, Inc., a Florida corporation (the “Company”),
in connection with the Registration Statement on Form S-1, Registration No.
[Ÿ], as amended to date (the
“Registration
Statement”), filed by the Company with the Securities and Exchange
Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Act”). The
Registration Statement relates to the registration of [Ÿ] shares of the Company’s common
stock, par value $0.0001 per share (the “Shares”).
You have requested that we render the
opinion set forth in this letter and we are furnishing this opinion pursuant to
the requirements of Item 16 of Form S-1 and Item 601(b)(5) of Regulation S-X
promulgated by the Commission under the Act.
In connection herewith, we have
examined originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement (including all amendments
thereto) as filed with the Commission, (ii) the Company’s Articles of
Incorporation, as amended and/or restated to date, (iii) the Company’s By-Laws,
as amended and/or restated to date, (iv) resolutions of the Board of Directors
of the Company relating to the issuance of the Shares covered by the
Registration Statement; and (v) such other documents as we have deemed necessary
or appropriate for purposes of rendering the opinion set forth
herein.
In our examination, we have assumed the
legal capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals of such latter documents. As to
any facts material to the opinion expressed herein that were not independently
established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and
others. In addition, we have assumed the conformity of the
certificates representing the Shares to the form of the specimen thereof
examined by us and the due execution and delivery of such
certificates.
We assume
that at or prior to the time of delivery of any of the Shares, the Registration
Statement will have been declared effective under the Securities Act, that the
registration will apply to such Shares and will not have been modified or
rescinded, and that there will not have occurred any change in law or any
resolution or other document affecting the validity of the issuance of the
Shares.
We express no opinion herein as to the
law of any state or jurisdiction other than the laws of the State of Florida and
the federal laws of the United States of America.
Based upon and subject to the
foregoing, it is our opinion that the Shares, when the consideration therefore
shall have been received by the Company, will be validly issued, fully paid and
nonassessable.
We consent to the use of this opinion
as an exhibit to the Registration Statement and further consent to all
references to us, if any, in the Registration Statement, the prospectus
constituting a part thereof, and any amendments thereto. We assume no
obligation to advise you of any fact, circumstance, event or change in the law
or the fact that may hereafter be brought to our attention, whether or not such
occurrence would affect or modify the opinions expressed herein. This
opinion is intended solely for use in connection with the issuance and sale of
the Shares subject to the Registration Statement and may not be relied upon for
any other purpose. In giving this consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Act, as amended, or the rules or regulations of the Commission
promulgated thereunder.
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Sincerely,
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[·]
DRAFT
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