Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - Tego Cyber, Inc. | tego_ex231.htm |
| S-1 - FORM S-1 - Tego Cyber, Inc. | tego_s1.htm |
Exhibit 5.1
14 Orchard, Suite 200
Lake
Forest, CA 92630
E:
jlockett@lhlawpc.com
P:
949.540.6540 | F: 949.540.6578
|
June
14, 2021
Tego
Cyber Inc.
8565 S.
Eastern Avenue, Suite 150
Las
Vegas, NV, 89123
|
|
|
Ladies and Gentlemen:
We have acted as counsel to
Tego Cyber Inc., a Nevada corporation (the “Company”),
in connection with the Company’s Registration Statement on
Form S-1 (the “Registration Statement”) filed with the
Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Act of 1933, as amended (the
“Securities Act”) with respect to 3,014,026 shares of
the Company’s common stock, par value $0.001 per share (the
“Common Stock”), that may be issued from time to time
upon exercise of warrants (the “Warrant Shares”). This
opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities
Act.
As such counsel, we have examined such matters of fact and
questions of law as we have considered appropriate for purposes of
this letter. With your consent, we have relied upon certificates
and other assurances of officers of the Company and others as to
factual matters without having independently verified such factual
matters. We are opining herein as to the laws of the State of
Nevada, including the Constitution of the State of Nevada, and we
express no opinion with respect to any other laws.
Based upon the foregoing and in reliance thereon, and subject to
the qualifications, limitations, exceptions and assumptions set
forth herein, we are of the opinion that the Warrant Shares, when
issued upon the exercise of warrants against payment therefor as
set forth in the Registration Statement, will be validly issued,
fully paid and non-assessable.
This opinion letter speaks only as of the date hereof and we assume
no obligation to update or supplement this opinion letter if any
applicable laws change after the date of this opinion letter or if
we become aware after the date of this opinion letter of any facts,
whether existing before or arising after the date hereof, that
might change the opinions expressed above.
This opinion letter is furnished in connection with the filing of
the Registration Statement and may not be relied upon for any other
purpose without our prior written consent in each instance.
Further, 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 hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement and to the use of our
name as it appears in the prospectus included in the Registration
Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder. This opinion is expressed as of
the date hereof unless otherwise expressly stated, and we disclaim
any undertaking to advise you of any subsequent changes in the
facts stated or assumed herein or of any subsequent changes in
applicable laws.
/s/Lockett
+ Horwitz
Lockett
+ Horwitz
a
Professional Law Corporation