Exhibit 5
Frederick M. Lehrer
Attorney and Counselor at Law
600 River Birch Court, 1015
Clermont, Florida 34711
flehrer@securitiesattorney1.com
(561) 706-7646
Board of Directors
UPAY, Inc.
3010 LBJ Freeway, 12th Floor
Dallas, Texas
November 23, 2016
Gentlemen:
This letter will constitute an opinion upon the legality of the sale by certain selling shareholders of UPAY, Inc. a Nevada corporation (the “Company”), of up to 2,267,810 common stock shares (the “Shares”), all as referred to in the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission. The Shares cover the resale by 29 selling security holders of a maximum of 2,267,810 common stock shares.
I have examined the Company’s Articles of Incorporation, Bylaws, and Board of Directors’ resolutions, the applicable laws of the State of Nevada and a copy of the Registration Statement. In my opinion:
| · | The Shares being registered for resale and held by the selling shareholders currently are legally issued, fully paid and non-assessable; and | |
| · | The Shares when sold will be validly issued and represent fully paid and non-assessable shares of the Company’s common stock. |
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference of Frederick M. Lehrer, Esquire under the caption “Legal Matters” in the registration statement.
Very truly yours,
Frederick M. Lehrer, P.A. | |
| By: /s/ Frederick M. Lehrer |