RD&G Holdings Corp - FORM S-1/A - EX-5 - EXH. 5 OPINION OF COUNSEL - January 8, 2014

Attached files

file filename
S-1/A - FORM S-1 AMENDMENT NO. 4 - RD&G Holdings Corpforms1amd4jan-14.txt
EX-23 - EXH. 23.2 CONSENT OF ACCOUNTANTS - RD&G Holdings Corpforms1amd4ex232jan-14.txt
EX-23 - EXH. 23.1 CONSENT OF ATTORNEYS - RD&G Holdings Corpforms1amd4ex231jan-14.txt
 






                                    EXHIBIT 5









                                HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________           Email:  harttrinen@aol.com
Will Hart                                             Facsimile:  (303) 839-5414
                                 (303) 839-0061

                                 January 7, 2014

RD & G HOLDINGS CORPORATION
1885 W. Dartmouth
Unit 1
Englewood, CO 80110


      This letter will constitute an opinion upon the legality of the sale by RD
& G Holdings Corporation, a Colorado corporation, of up to 10,000,000 shares of
common stock, all as referred to in the Registration Statement on Form S-1 filed
by the Company with the Securities and Exchange Commission.

      We have examined the Articles of Incorporation, the Bylaws and the minutes
of the Board of Directors of the Company and the applicable laws of the State of
Colorado, and a copy of the Registration Statement. In our opinion, and based
upon the laws of Colorado, the Company has duly authorized the sale of the
10,000,000 shares mentioned above and, when issued in accordance with the terms
and conditions set out in the Registration Statement, such shares of common
stock, when sold, will be legally issued, fully paid and non-assessable.

                                Very truly yours,

                                HART & HART, LLC

                                /s/ William T. Hart
                                William T. Hart