Attached files

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S-1 - S-1 OF KOLASCO CORP - KOLASCO CORPg5841.txt
EX-3.2 - BY-LAWS - KOLASCO CORPex3-2.txt
EX-3.1 - ARTICLES OF INCORPORATION - KOLASCO CORPex3-1.txt
EX-10.1 - CONTRACT FOR TRANSLATION SERVICES - KOLASCO CORPex10-1.txt
EX-23.1 - CONSENT OF AUDITOR - KOLASCO CORPex23-1.txt

                                                                     Exhibit 5.1

Stepp Law Corporation
15707 Rockfield Blvd.
Suite 101
Irvine, California 92618

March 15, 2012

KOLASCO CORP
1005-63 Callowhill Drive
Toronto, Ontario
Canada M9R 3L6

Attention: Mykola Ogir

     Re: Registration Statement on Form S-1

Dear Mr. Ogir:

As special counsel to Kolasco Corp, a Nevada  corporation  (the  "Company"),  we
have been  requested to provide our opinion  regarding  1,600,000  shares of the
Company's  $.001 par value  common  stock  which have been issued by the Company
(the  "Shares").  We have been informed  that the Shares will be registered  for
sale or transfer  by the holders  thereof  pursuant  to the  provisions  of that
certain registration  statement on Form S-1, which is anticipated to be filed by
the Company with the Securities and Exchange Commission (the  "Commission"),  to
comply with the applicable  provisions of the Securities Act of 1933, as amended
(the "Act"),  and those holders are  identified in that  registration  statement
(the "Registration  Statement").  Accordingly,  the purpose of this letter is to
respond,  in writing,  to that  request and furnish  that  opinion.  The opinion
specified in this letter is limited to Nevada law.

For purposes of  providing  the opinion  specified in this letter,  we have made
such legal and factual  examinations and inquiries,  including an examination of
photo-copies,  identified  to our  satisfaction  being  true  copies of  various
records of the Company,  including  the  Registration  Statement  and such other
documents,  instruments  and  corporate  records  and public  records as we have
deemed  necessary or  appropriate.  Also,  we have obtained from officers of the
Company, and have relied upon, such certificates, representations and assurances
as we deem necessary or appropriate for the purposes of providing that opinion.

Without limiting the generality of the foregoing, we have, with your permission,
assumed without independent  verification that (i) each natural person executing
a document has sufficient legal capacity to do so; (ii) all documents  submitted
to us as originals are  authentic,  the signatures on all documents that we have
examined  are  genuine  and  all  documents  submitted  to  us  as  photocopies,
electronic or facsimile copies conform to the original  document;  and (iii) all
corporate records made available to us by the Company, and all public records we
have reviewed are accurate and complete.

Based  upon  the  foregoing  and  in  reliance  thereon,   and  subject  to  the
qualifications,  limitations,  exceptions  and  assumptions  specified  in  this
letter,  it is our  opinion  that the  Shares  (i) have  been  duly and  validly

Kolasco Corp March 15, 2012 Page 2 authorized for issuance and (ii) are validly issued, fully paid, and non-assessable. We confirm that we furnish no opinion with respect to the truth and accuracy or the completeness of the Registration Statement, other than this letter. The opinion specified in this letter is expressly limited to the matters specified in this letter, and we furnish no opinion, express or implied, as to any other matter relating to the Company or its securities. Accordingly, no provision of this letter is intended to, nor shall any such provision, be construed as an opinion concerning any matter not specified in this letter. The opinion specified in this letter is as of the date of this letter, and we assume no obligation to update or supplement that opinion, if any applicable law changes after the date of this letter, or if we become aware after the date of this letter of any fact, whether existing before or occurring after the date of this letter, that might change the opinion specified in this letter. The opinion specified in this letter is furnished in connection with the filing of the Registration Statement with the Commission and may not be relied upon for any other purpose without our prior written consent in each instance. Additionally, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent. We consent to the (i) use of this letter as an exhibit to the Registration Statement, (ii) disclosure in the prospectus portion of the Registration Statement of the opinion specified in this letter, and (iii) use of our name in the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required pursuant to Section 7 of the Act, or the rules and regulations of the Commission. The Company is hereby advised, urged, and encouraged to consult with and, if appropriate, retain securities counsel in each jurisdiction outside the United States in which the Shares may be offered and sold regarding compliance with the securities laws of such jurisdiction. Finally, of course, in the event that you have questions or comments regarding this matter, please do not hesitate to contact us. Thank you. Sincerely, STEPP LAW CORPORATION By: /s/ Thomas E. Stepp, Jr. -----------------------------