EX-5.1 2 umbra_ex0501.htm LEGAL OPINION

Exhibit 5.1

 

Law Offices of Byron thomas

3275 S. Jones Blvd. Ste. 104

Las Vegas, NV 89146

 

telephone: 702-747-3103         Byron E. Thomas, Esq.        
email:  byronthomaslaw@gmail.com         Nevada Bar No.  8906         

 

December 30, 2021

 

Board of Directors

Umbra Companies, Inc.

 

Re: Registration Statement on Form S-1 for Umbra Companies, Inc.,a Colorado Corporation (the “Company”)

 

Dear Ladies and Gentlemen:

 

This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission with respect to the registration of 2,899,434,677 to be sold at a fixed price until the Company’s shares are listed on a national securities exchange, at which time they may be sold at prevailing market prices or in privately negotiated transactions.

 

In connection therewith, I have examined and relied upon original, certified, conformed, Photostat or other copies of the following documents:

i.The Certificate of Incorporation of the Company;
ii.The Registration Statement and the Exhibits thereto; and
iii.Such other documents and matters of law, as I have deemed necessary for the expression of

the opinion herein contained.

 

In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to the originals or certified documents of all copies submitted to me as conformed, Photostat or other copies. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon. As to the various questions of fact material to this opinion, I have relied, to the extent I deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to me by the Company, without verification except where such verification was readily ascertainable.

 

Based on the foregoing, I am of the opinion that the shares to be sold by the issuer will upon the effectiveness of the registration and the issuance of the shares be duly and validly issued, duly authorized and fully paid and non-assessable and that the shares held by the selling shareholders are duly and validly issued, duly authorized and fully paid and non-assessable.

 

This opinion is limited to federal law as in effect on the date of the effectiveness of the registration statement, exclusive of state securities and blue-sky laws, rules and regulations, and to all facts as they presently exist. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption “Experts” in the prospectus comprising part of the Registration Statement.

 

  Sincerely yours,
   
  /s/ Byron Thomas
  Byron Thomas