EX-5 2 ex5.htm


Exhibit 5


Carl P. Ranno

Attorney at Law*

2733 East Vista Dr.

Phoenix, Arizona 85032

Voice 602.493.0369


October 27, 2016


Securities and Exchange Commission

450 Fifth Street, N.W.

Judiciary Plaza

Washington, DC 20549


Re: Cipherloc Corporation


Ladies and Gentlemen:


This office represents Cipherloc Corporation, a Texas corporation (the “Registrant”) in connection with the Registrant’s Registration Statement on Form S-8 under the Securities Act of 1933 (the “Registration Statement”), which relates to the registration of a total of 75,000 shares of the Registrant’s common stock issuable under the Registrant’s Consulting Agreement, dated July 7, 2016 (the “Registered Securities”). In connection with our representation, we have examined such documents and undertaken such further inquiry as we consider necessary for rendering the opinion hereinafter set forth.


Based upon the foregoing, it is our opinion that the Registered Securities, when sold as set forth in the Registration Statement, will be legally issued, fully paid and nonassessable.


We acknowledge that we are referred to under the heading “Legal Matters” in the Prospectus which is a part of the Registrant’s Form S-8 Registration Statement relating to the Registered Securities, and we hereby consent to such use of our name in such Registration Statement and to the filing of this opinion as Exhibit 5 to the Registration Statement and with such state regulatory agencies in such states as may require such filing in connection with the registration of the Registered Securities for offer and sale in such states.


/s/ Carl P. Ranno  
Carl P. Ranno