EX-5 37 exhibit5.htm CONSENT OF COUNSEL Converted by EDGARwiz

Exhibit 5.1

November 18, 2016

Ameri Metro, Inc.

2575 Eastern Blvd. Suite 211

York, Pennsylvania 17402

Re:   Registration Statement on Form S-1 

Ladies and Gentlemen:

I am counsel for Ameri Metro, Inc., a Delaware corporation (the Company), in connection with the proposed public offering by the Company under the Securities Act of 1933, as amended, of up to 1,000,000 Shares of its Class B common stock, $0.000001 par value per share (Common Stock), under the Securities Act of 1933, as amended, through a Registration Statement on Form S-1 (the Registration Statement) as to which this opinion is a part, to be filed with the Securities and Exchange Commission.

In connection with rendering my opinion as set forth below, I have reviewed and examined originals or copies identified to my satisfaction of the following:

(1)   Articles of Incorporation, of the Company as filed with the Secretary of State of Delaware;

(2)  By-laws of the Company;

(3)   Corporate minutes containing the written resolutions of the Board of Directors of the Company;

(4)   The Registration Statement and the prospectus contained within the Registration Statement; and

(5)   The other exhibits of the Registration Statement.

I have examined such other documents and records, instruments and certificates of public officials, officers and representatives of the Company, and have made such other investigations as I have deemed necessary or appropriate under the circumstances.

In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as original documents and the conformity to original documents of all documents submitted to me as certified, conformed, facsimile, electronic or photostatic copies. I have relied upon the statements contained in the Registration Statement and certificates of officers of the Company, and I have made no independent investigation with regard thereto.

Based upon the foregoing and in reliance thereon, it is my opinion that the 1,000,000 Shares of Common Stock being offered by the Company under the Registration Statement, when sold, will be legally issued, fully paid and non-assessable pursuant to the laws of the State of Delaware and the laws of the United States of America.

I hereby consent to this opinion being included as an exhibit to the Registration Statement and to the use of my name under the caption EXPERTS in the prospectus constituting a part thereof.  

                                    /s/ Matthew McMurdo, Esq.

Matthew McMurdo, Esq.