NW
Novi & Wilkin
Attorneys at Law
| Michael C. Novi, Esq. | ||||
| Greg B. Wilkin, Esq. | (775) 786-7721 | |||
| 1325 Airmotive Way, Suite 225 | Fax: (775) 786-7038 | |||
| Reno, Nevada 89502 | noviwilkin@gmail.com |
July 29, 2015
United States Securities and Exchange Commission100 F Street
Washington, D.C. 20549
RE: Legal Opinion Pursuant to SEC Form S-1 — Upholstery International Inc(The "Company"), a Delaware Corporation -
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form S-1 ("Registration Statement") under theSecurities Act of 1933, as amended ("Act"), filed by Upholstery International Inc, a Delaware corporation("Company"), with the Securities and Exchange Commission.
We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemedrelevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed thegenuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such documents.
Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant tothe Registration Statement (5,000,000 common shares) are duly authorized and will be, when issued in the mannerdescribed in the Registration Statement, legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to thereference to our firm under "Legal Matters" in the Registration Statement. In giving the foregoing consent, we do nothereby admit that we are in the category of persons whose consent is required under Section 7of the Act, or the rules and regulations of the Securities and Exchange Commission.
