EX1A-12 OPN CNSL 65 ex_12.htm OPINION OF LEGALITY FROM AUSTIN LEGAL GROUP, APC

Austin Legal Group

 

 

 

 

 

 

3990 Old Town Ave, Ste. A-112

San Diego, CA 92110

 

Attorneys Licensed in California, Hawaii, and Arizona

Telephone

(619) 924-9600

 

Facsimile

(619) 881-0045

 

 

 

 

 

 

 

Writer’s Email: arden@austinlegalgroup.com

ViaDerma, Inc.

4640 Admiralty Way, Suite 500

Marina Del Rey, CA 90292

 

February 20, 2018

 

Re: Form 1-A Offering Statement

 

Ladies and Gentlemen:

 

We have acted as counsel to ViaDerma, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of a Regulation A Offering Statement on Form 1-A (the “Offering Statement”) relating to (i) the resale by selling security holders of up to 15,000,000 shares (the “Shareholder Shares”) of the Company’s common stock and (ii) the sale by the Company of up to 100,000,000 shares of the Company’s common stock (the “Company Shares” and collectively with Shareholder Shares as, “Shares”).

 

This opinion is being delivered in accordance with the requirements of Part III of Form 1-A.

 

In rendering this opinion, we have examined (i) the Offering Statement and the exhibits thereto, (ii) certain resolutions of the board of directors of the Company, relating to the issuance and sale of the Shares, and (iii) such other records, instruments and documents as we have deemed advisable in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents.

 

Based on the foregoing, we are of the opinion that the Shareholder Shares have been validly issued, fully paid and are non-assessable. We are of the further opinion that the Company Shares, upon the sale of the shares as described in the Offering Statement and the receipt of payment by the Company, will be validly authorized, legally issued, fully paid and non-assessable.  

 

We express no opinion as to the effect or application of any laws or regulations other than the Nevada Revised Statutes and the Federal laws of the United States, in each case as currently in effect. 

 

The information set forth herein is as of the date hereof. We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares, the Offering Statement, or the prospectus included therein.

 

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

 

 

Very truly yours,

 

/s/ Austin Legal Group, APC