November 1, 2000
Columbia River Resources Inc.
Suite 304-856 Homer Street
Vancouver, British Columbia V6B 2W5 Canada
Gentlemen:
As counsel for your company, we have reviewed your Articles of Incorporation,
Bylaws, and such other corporate records, documents, and proceedings and such
questions of law as we have deemed relevant for the purpose of this opinion.
We have also examined the Registration Statement of your company on Form SB-1
which is to be transmitted for filing with the Securities and Exchange
Commission (the "Commission") on November 1, 2000 covering the registration
under the Securities Act of 1933, as amended, of 10,000,000 shares of Common
Stock to be sold by the Company, and 499,000 shares of Common Stock to be sold
by selling security holders, including the exhibits and form of prospectus (the
"Prospectus") filed therewith.
On the basis of such examination, we are 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 Nevada with all requisite
corporate power and authority to own, lease, license, and use its
properties and assets and to carry on the businesses in which it is now
engaged.
2. The Company has an authorized capitalization as set forth in the
Prospectus.
3. The shares of Common Stock of the Company to be issued are validly
authorized and, when (a) the pertinent provisions of the Securities Act
of 1933 and such "blue sky" and securities laws as may be applicable
have been complied with and (b) such shares have been duly delivered
against payment therefor as contemplated by the Prospectus, such shares
will be validly issued, fully paid, and nonassessable.
We hereby consent to the use of our name in the Registration Statement and
Prospectus in the section captioned "Legal Matters," and we also consent to the
filing of this opinion as an exhibit thereto. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Commission thereunder.
Very truly yours,
DILL DILL CARR STONBRAKER
& HUTCHINGS, P.C.
/s/ Dill Dill Carr Stonbraker &
Hutchings, P.C.
