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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/08/20 Deep Green Waste & Recycling, Inc S-1/A 16:21M M2 Compliance/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 721K
(General Form)
2: EX-5.1 Opinion of Counsel re: Legality HTML 15K
3: EX-10.20 Material Contract HTML 17K
4: EX-10.21 Material Contract HTML 17K
5: EX-10.22 Material Contract HTML 7K
6: EX-10.23 Material Contract HTML 14K
7: EX-10.24 Material Contract HTML 7K
8: EX-10.25 Material Contract HTML 12K
9: EX-10.26 Material Contract HTML 7K
10: EX-10.27 Material Contract HTML 9K
11: EX-10.28 Material Contract HTML 9K
12: EX-10.29 Material Contract HTML 10K
13: EX-10.30 Material Contract HTML 9K
14: EX-10.31 Material Contract HTML 10K
15: EX-10.32 Material Contract HTML 10K
16: EX-23.2 Consent of Experts or Counsel HTML 8K
Exhibit 5.1
Deep Green Waste & Recycling, Inc.
13110 NE 177th Place, Suite 293
Re: Registration Statement on Form S-1/A
Ladies and Gentlemen:
I am counsel for Deep Green Waste & Recycling, Inc., a Wyoming corporation (the “Company”), in connection with the proposed public offering of up to 27,206,637 shares of the common stock, $0.001 par value per share (“Common Stock”), of the Company by the selling shareholders listed in Exhibit A, attached hereto (collectively, the “Selling Shareholders”) under the Securities Act of 1933, as amended, through an amended Registration Statement on Form S-1/A (the “Registration Statement”) as to which this opinion is a part, to be filed with the Securities and Exchange Commission on or about June 8, 2020.
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 Wyoming;
(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 20,403,706 shares that are currently issued and outstanding and being offered by the Selling Shareholders are legally, issued, fully paid and non-assessable and that the 802,931 shares of common stock issuable upon the exercise of multiple warrants and 6,000,000 shares of common stock issuable upon conversion of the subject convertible note will be legally issued, fully paid and non-assessable when offered by the Selling Shareholders under the Registration Statement, pursuant to the laws of the State of Wyoming 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.
| MCMURDO LAW GROUP, LLC | |
| /s/ Matthew McMurdo, Esq. | |
| Matthew McMurdo, Esq. |
C:
Exhibit A
| Name | Shares | |||
| Armada Investment Fund, LLC | 6,262,500 | |||
| Lloyd Spencer | 840,000 | |||
| Billy R. Edmonds | 4,500,000 | |||
| David A. Bradford | 4,500,000 | |||
| Virginia Haubert | 3,417,897 | |||
| David Smith | 3,500,000 | |||
| Kathryn Wilburn | 2,124,150 | |||
| William T. Lawson | 1,272,450 | |||
| Torey Gault | 186,500 | |||
| Jonja Maner | 159,205 | |||
| Mary Williams | 189,205 | |||
| Josh Beckham | 127,365 | |||
| Chris Montag | 127,365 | |||
| Total | 27,206,637 | |||
C:
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/8/20 | None on these Dates | ||
| List all Filings | ||||