Joel Seidner
                               880 Tully Road #50
                              Houston, Texas 77079
                             voice:  (281) 493-1311
                              fax:  (281) 667-3292
                           e-mail:  sidebar5@juno.com

July 13, 2007

James Jeffrey, Co-CEO
Powered Corporation
2925 Briarpark Dr, Suite 930
Houston, Texas 77042

Dear Mr. Jeffrey:

     As counsel for Powered Corporation, a State of Texas corporation (the
"Company"), you have requested me to render this opinion in connection with the
Registration Statement of the Company on Form S-1 ("Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), filed with
the Securities and Exchange Commission relating to the resale of 4,610,000
shares of common stock, par value $.001 per share (the "Common Stock") by
certain security holders of the Company who are listed as the Selling
Stockholders in the Registration Statement.

     I am familiar with the Registration Statement and the registration
contemplated thereby. In giving this opinion, I have reviewed the Registration
Statement and such other documents and certificates of public officials and of
officers of the Company with respect to the accuracy of the factual matters
contained therein as I have felt necessary or appropriate in order to render the
opinions expressed herein. In making my examination, I have assumed the
genuineness of all signatures, the authenticity of all documents presented to us
as originals, the conformity to original documents of all documents presented to
us as copies thereof, and the authenticity of the original documents from which
any such copies were made, which assumptions I have not independently verified.

     Based upon the foregoing, I am of the opinion that:

1.   The Company is a corporation duly organized, validly existing and in good
     standing under the laws of the State of Texas.

2.   The shares of Common Stock are validly and legally issued, fully paid for
     and nonassessable.

     I consent to the use in the Registration Statement of the reference to Joel
Seidner, Esq. under the heading "Interest of Named Experts and Counsel."

     This opinion is conditioned upon the Registration Statement being declared
effective by the Securities and Exchange Commission and upon compliance by the
Company with all applicable provisions of the Securities Act and such state
securities rules, regulations and laws as may be applicable.

                                           Very truly yours,


                                           / s/ Joel Seidner, Esq.