Exhibit 5.1
| Mandelbaum Salsburg P.C. | ||||
Vincent J. McGill Partner | 1270 Avenue of the Americas, Suite 1808 New York, New York 10020 | Direct Dial: (212) 324-1876 |
March 11, 2020
Board of Director
USA Equity Corp.
901 Northpoint Parkway, Suite 302
West Palm Beach, FL 33407
Re: Registration Statement on Form S-8
Sir:
In connection with the registration of up to 2,000,000 shares of the common stock of USA Equities Corp. (the “Company”), $0.0001 par value (the “Shares”), under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission on or about the date hereof, such Shares to be issued or delivered pursuant to the USA Equities Corp 2020 Equity Incentive Plan (the “Plan”), you have requested our opinion set forth below.
In our capacity as counsel, we have examined originals or copies of those corporate and other records of the Company we considered appropriate.
On the basis of such examination and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that: (1) the Shares have been duly authorized by all necessary corporate action on the part of the Company; and (2) when issued in accordance with such authorization and the provisions of the Plan, and upon payment for and delivery of the Shares as contemplated in accordance with the Plan, the Shares will be validly issued, fully paid and non-assessable.
We consent to your filing this opinion as an exhibit to the Registration Statement.
| Respectfully submitted, | |
| /s/ Mandelbaum Salsburg P.C. |
