STARK&STARK
A PROFESSIONAL CORPORATION
A T T O R N E Y SAT L AW
OFFICE: 993 LENOX DRIVE LAWRENCEVILLE, NJ 08648-2389
MAILING: PO BOX 5315 PRINCETON, NJ 08543-5315
609-896-9060 (PHONE) 609-896-0629 (FAX}
WWW.STARK-STARK.COM
GH Capital, Inc.
200 South Biscayne Boulevard Suite 2790
Miami,Florida 33131
June2, 2016
Gentlemen:
You have requested our opinion, as counsel for GHCapital,Inc. a Florida corporation (the"Company"),in connection with registration statement on FormS-1(the "Registration Statement"),under the Securities Act of 1933 (the"Act"),filed by the Company with the Securities and Exchange Commission. The Registration Statement relates to 17,047,417 sharesof the Company's commonstock,par value $0.0001 per share (the "Shares"),that are being issued to the selling shareholders (the "SellingShareholders").
In order to render our opinion,we have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion.Itis our opinion that the Shares will be legallyissued,fully paid andnon-assessable.
No opinion is expressed herein as to any laws other than the laws of the State of Florida. This opinion opines upon Florida law including the statutory provisions,all applicable provisions of the statutes and reported judicial decisions interpreting those laws.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Interests of Named Experts and Counsel" in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Sincerely,
STARK&STARK,PC
A Professional Corporation
By:IslMax Schatzow
Max Schatzow,Esq.
NEW JE R S EY•P E N N S Y L V ANIA•N E W Y O RK