ex5-1.htm

November 18, 2011

Quepasa Corporation

324 Datura Street, Suite 114

West Palm Beach, FL 33401

Attention: Mr. John Abbott, Chief Executive Officer

Re: Quepasa Corporation / Registration Statement

Dear Mr. Abbott:

You have advised us that Quepasa Corporation (the “Company”) is filing with the United States Securities and Exchange Commission a Registration Statement on Form S-3 with respect to 2,278,909 shares of common stock, $0.001 par value, of which 1,479,948 shares are underlying Series A-1 Preferred Stock (“Series A-1”).

All of these shares of common stock will be offered for sale by the appropriate security holders (the “Selling Shareholders”).

In connection with the filing of the Registration Statement, you have requested that we furnish you with our opinion as to the legality of such shares as shall be offered by the Selling Shareholders pursuant to the Prospectus which is part of the Registration Statement.

You have advised us that as of November 17, 2011, the Company’s authorized capital consists of:

●

100,000,000 shares of common stock, $0.001 par value per share, of which 35,148,172 shares are issued and outstanding, and

●

5,000,000 shares of preferred stock, $0.001 par value, of which 1,000,000 shares of Series A-1 are issued and outstanding.

After having examined the Company’s Restated Articles of Incorporation, as amended, Amended and Restated Bylaws, Certificate of Designation, minutes, the financial statements contained in the Prospectus and relying upon information supplied by the Company and its stock transfer agent, we are of the opinion that the 798,961 shares of common stock currently outstanding and the 1,479,948 shares issuable upon conversion of the Series A-1 have been duly authorized, and will be, when converted, legally issued, fully paid and non-assessable.

Mr. John Abbott

Quepasa Corporation

November 18, 2011

Page 2

We hereby consent to being named in the Registration Statement, to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus that is a part of the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules or regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Harris Cramer LLP

Harris Cramer LLP