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XXXXXXXX XXX, P.A.
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Xxxxx X. Xxxxxxxx 0000 Xxxxxxx Xxxx. South No 162
Bar Admissions: Nevada and Florida South Pasadena, Florida 33707
Phone: (000) 000-0000
Fax: (000) 000-0000
E-mail: xxxxx@xxxxxxxxxxxxx.xxx
June 27, 2008
Board of Directors
Incoming, Inc.
0000 X. Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Re: Registration Statement on Form S-1 of Incoming, Inc.
Dear Directors:
You have requested our opinion, in connection with a Registration Statement on
Form S-1 (the "Registration Statement") to be filed by Incoming, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933 (the "Act"), as amended, as to the legality of the
25,000,000 shares (the "Shares") of common stock, par value $0.001 per share, of
the Company which are being registered in the Registration Statement.
We have made such legal examination and inquiries as we have deemed advisable or
necessary for the purpose of rendering this opinion and have examined originals
or copies of the following documents and corporate records:
1. Articles of Incorporation and any amendments thereto;
2. Bylaws and any amendments thereto;
3. The Company's resolutions of the Board of Directors authorizing the
issuance of shares;
4. The laws of the State of Nevada and the United States of America; and
5. Such other documents and matters as we have deemed necessary to render
the following opinion.
In rendering our opinion, we have relied upon, with the consent of the Company
and its members: (i) the representations of the Company and its members and
other representatives as set forth in the aforementioned documents as to factual
matters; and (ii) assurances from public officials and from members and other
representatives of the Company as we have deemed necessary for purposes of
expressing the opinions herein. We have not undertaken any independent
investigation to determine or verify any information and representations made by
the Company and its members and representatives in the foregoing documents and
have relied upon such information and representations in expressing our opinion.
Incoming, Inc.
April 27, 2008
Page 2 of 2
We have assumed in rendering these opinions that no person or party has taken
any action inconsistent with the terms of the above-described documents or
prohibited by law.
The opinions set forth herein are based upon existing law and regulations, all
of which are subject to change prospectively and retroactively. This opinion
letter is limited to the matters expressly stated herein and no opinions are to
be implied or inferred beyond said matters.
Based upon the foregoing, it is our opinion that each outstanding share of
Common Stock registered in this offering is legally issued, fully paid, and
non-assessable.
No opinion is expressed herein as to any laws other than the State of Nevada of
the United States. This opinion opines upon Nevada law including the statutory
provisions, all applicable provisions of the Nevada Constitution, and reported
judicial decisions interpreting those laws.
We hereby consent to the discussion in the Registration Statement of this
opinion, to the filing of this opinion as an exhibit to the Registration
Statement, and to the reference to our firm under the caption "Experts" in the
Registration Statement.
Sincerely,
/s/XXXXX X. XXXXXXXX
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XXXXX X. XXXXXXXX
