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Crypto Co – IPO: ‘S-1/A’ on 11/22/16 – ‘EX-5.1’

On: Tuesday, 11/22/16, at 1:18pm ET · Accession #: 1391609-16-632 · File #: 333-214187

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/22/16  Croe, Inc.                        S-1/A                  3:652K                                   Kenneth I Denos PC/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Form S-1/A-2                                        HTML    378K 
 2: EX-5.1      Consent and Opinion of John D. Thomas               HTML      9K 
 3: EX-23.1     Consent of Independent Registered Public            HTML      5K 
                          Accounting Firm

EX-5.1 — Consent and Opinion of John D. Thomas

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Exhibit 5.1

J o h n D. T h o m a s, P. C.

11650 South State Street

Suite 240

Draper, Utah 84 020

(801) 816-2511

Fax: (801) 816-2599

jthomas@acadiagrp.com

November 17, 2016

The Board of Directors

CROE, INC.

11650 South State Street, Suite 240

Draper, UT 84020

(801) 816-2500

Re: Opinion and Consent of Counsel with respect to Registration Statement on Form S-1: Securities Act File No. 333-214187

TO WHOM IT MAY CONCERN:

You have requested the opinion and consent of this law firm, as counsel, with respect to the resale of certain securities of Croe, Inc. (the “Company”) pursuant to the filing of a registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission.

The proposed registration statement relates to the registration of 850,000 shares of common stock of the Company issued to the selling stockholders for consideration (the “Shares”), as more fully described in the Registration Statement. It is our opinion that the Shares of common stock have been, issued, duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Company in accordance with the General Corporation Law of the State of Utah, other relevant statutory provisions, all applicable provisions of the Utah Constitution, and reported decisions interpreting those laws.

We hereby consent to be named as counsel for Croe, Inc. in the registration statement included therein and consent to the filing of this opinion as an exhibit to the Registration Statement and with any amendments.

Very truly yours,

JOHN D. THOMAS, P.C.

/s/ John D. Thomas_________

John D. Thomas, Esq.

President

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-1/A’ Filing	Date	Other Filings

Filed on:	11/22/16	CORRESP
	11/17/16	D, UPLOAD
		List all Filings

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Filing Submission 0001391609-16-000632 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)