ShopEye, Inc. - FORM S-1 - EX-5 - OPINION OF COUNSEL

Attached files

file	filename
S-1 - FORM S-1 - ShopEye, Inc.	s-1.htm
EX-3 - ARTICLES OF INCORPORATION - ShopEye, Inc.	ex_3-1.htm
EX-3 - BYLAWS - ShopEye, Inc.	ex_3-2.txt
EX-4 - SPECIMEN STOCK CERTIFICATE - ShopEye, Inc.	ex_4-1.htm
EX-14 - CODE OF BUSINESS CONDUCT AND ETHICS - ShopEye, Inc.	ex_14-1.txt
EX-99 - SUBSCRIPTION DOCUMENTS AND PROCEDURE - ShopEye, Inc.	ex_99-1.txt
EX-23 - CONSENT OF ACCOUNTANTS - ShopEye, Inc.	ex_23-1.txt



                             EXHIBITS 5.1 and 23.2

                            SCHNEIDER WEINBERGER LLP
                   2200 Corporate Boulevard, N.W., Suite 210
                           Boca Raton, Florida 33432


                                 August 4, 2011

ShopEye, Inc.
9866 Oakplace East
Folsom, California   95630

         RE: Registration Statement on Form S-1 (the "Registration Statement")
             of ShopEye, Inc., a Florida corporation (the "Company")

Ladies and Gentlemen:

         This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission with respect to the registration of 3,000,000
shares of the Company's common stock (the "Registerable Shares") as described in
the Registration Statement. We have not represented the Company in relation to
the filing and processing of the Registration Statement. Our relationship to the
Company and the above filing is limited to evaluating and rendering the opinion
provided below as to the status of the Registerable Shares.

         In connection therewith, we have examined and relied upon original,
certified, conformed, photostat or other copies of (a) the Articles of
Incorporation and Bylaws of the Company; (b) resolutions of the Board of
Directors of the Company authorizing the issuance of the Registerable Shares;
(c) the Registration Statement and the exhibits thereto; (d) the agreements,
instruments and documents pursuant to which the Registerable Shares are to be
issued; and (e) such other matters of law as we have deemed necessary for the
expression of the opinion herein contained. As to the various questions of fact
material to this opinion, we have relied, to the extent we deemed reasonably
appropriate, upon representations of the President of the Company as to the bona
fides of the corporate minutes and form of stock certificate and the absence of
any documents or actions which would qualify or contradict any of the
aforementioned documents.

         Based upon and subject to the foregoing, we are of the opinion that the
Registerable Shares when issued in accordance with their terms and, upon receipt
by the Company of the agreed upon consideration therefor, will be validly
issued, fully paid and non-assessable.

         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 "Legal
Matters" in the prospectus forming a part of the Registration Statement.

                                        Sincerely,

                                        /s/ SCHNEIDER WEINBERGER LLP

                                        Schneider Weinberger LL

ShopEye, Inc. - FORM S-1 - EX-5 - OPINION OF COUNSEL - August 5, 2011

Attached files

ShopEye, Inc. Reports