Thomas J. Craft, Jr., Esq.
18096 SE Heritage Dr
Tequesta FL 33469
May 11, 2016
Jl. Multatuli, No.8A
Medan, Indonesia 20151
Re: Registration Statement on Form S-1
Board of Directors:
You have requested my opinion, as counsel, with respect to certain matters in
connection with the filing by KinerjaPay Corp., a Delaware corporation (the
"Registrant"), of a Registration Statement on Form S-1 (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Act"), including a related prospectus
filed with the Registration Statement (the "Prospectus"), covering the resale by
selling stockholders (the "Selling Stockholders") of 1,450,000 shares of the
Company's common stock, par value $0.0001 (the "Shares") to be sold by the
For the purpose of rendering my opinion herein, I have reviewed: (i) statutes of
the State of Delaware to the extent I deem relevant to the matters opined upon
herein; (ii) certified copies of the Company's Certificate of Incorporation and
all amendments thereto; (iii) the Company's Bylaws, as currently in effect as of
the date hereof; (iv) selected proceedings of the Company's board of directors
and certificates of the Company's officers; and (v) such other documents as I
have deemed necessary and relevant to the matter opined upon herein.
I have assumed the genuineness of all signatures, the conformity to authentic
original documents of the copies of all such documents submitted to me as
certified, conformed and photocopied, including the quoted, extracted, excerpted
and reprocessed text of such documents. I have not been engaged to examine, nor
have I examined, the Registration Statement for the purpose of determining the
accuracy or completeness of the information included therein or the compliance
and conformity thereof with the rules and regulations of the SEC or the
requirements of Form S-1, and I express no opinion with respect thereto.
My opinion is limited to matters of the laws of the State of Delaware and the
Delaware General Corporation Law and I do not express an opinion on the federal
law of the United States of America or the law of any state or jurisdiction
therein other than the State of Delaware, as specified herein.
On the basis of the foregoing, and in reliance thereon, I am of the opinion that
the Shares subject to resale by the Selling Stockholders pursuant to the
Registration Statement and the related Prospectus are validly issued, fully paid
and non-assessable Shares.
I consent to the use of my opinion as an exhibit to the registration statement
and to the reference thereto under the heading "Interests of Named Experts and
Counsel" in the prospectus contained in the registration statement.
In giving the foregoing consents, I do not thereby admit that my firm comes
within the category of persons or entities whose consent is required under
Section 7 of the Act or the rules and regulations of the SEC promulgated
By: /s/ Thomas J. Craft, Jr.
Thomas J. Craft, Jr. Esq.