Powered Corp – IPO: ‘S-1’ on 7/13/07 – EX-5.1

On:  Friday, 7/13/07, at 5:19pm ET   ·   Accession #:  1140361-7-14137   ·   File #:  333-144576

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Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Powered Corporation S-1 7-13-2007                     70    246K 
 2: EX-3.11     Articles of Incorporation/Organization or By-Laws      5     17K 
 3: EX-3.12     Articles of Incorporation/Organization or By-Laws      4     17K 
 4: EX-3.13     Articles of Incorporation/Organization or By-Laws      7     35K 
 5: EX-3.14     Articles of Incorporation/Organization or By-Laws      5     20K 
 6: EX-3.21     Articles of Incorporation/Organization or By-Laws     10     44K 
 7: EX-4.1      Instrument Defining the Rights of Security Holders     1      6K 
 8: EX-5.1      Opinion re: Legality                                   2±     9K 
 9: EX-9.1      Voting Trust Agreement                                 4     19K 
10: EX-10.1     Material Contract                                      2     10K 
11: EX-23.1     Consent of Experts or Counsel                          1      7K 

EX-5.1   —   Opinion re: Legality

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.

Dates Referenced Herein

This ‘S-1’ Filing		Date		Other Filings
Filed on:		7/13/07		None on these Dates
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