Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
(949) 975-0544
November 27, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Urbana.ca, Inc. - Form SB-2/A
Dear Sir/Madame:
I have acted as counsel to Urbana.ca, Inc., a Nevada corporation
("Company"), in connection with its Registration Statement on Form SB-2
relating to the registration of 43,641,090 shares of the Company's
common stock ("Shares"), $0.001 par value per Share.
In my representation I have examined such documents, corporate records,
and other instruments as we have deemed necessary or appropriate for
purposes of this opinion, including, but not limited to, the Articles of
Incorporation, and all amendments thereto, and Bylaws of the Company.
Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion that
the Company is duly organized and validly existing as a corporation
under the laws of the State of Nevada, and that the Shares, when issued
and sold, will be validly issued, fully paid, and non-assessable.
My opinion is limited by and subject to the following:
(a) In rendering my opinion I have assumed that, at the time
of each issuance and sale of the Shares, the Company will be a
corporation validly existing and in good standing under the laws of the
State of Nevada.
(b) In my examination of all documents, certificates and
records, I have assumed without investigation the authenticity and
completeness of all documents submitted to me as originals, the
conformity to the originals of all documents submitted to me as copies
and the authenticity and completeness of the originals of all documents
submitted to me as copies. I have also assumed the genuineness of all
signatures, the legal capacity of natural persons, the authority of all
persons executing documents on behalf of the parties thereto other than
the Company, and the due authorization, execution and delivery of all
documents by the parties thereto other than the Company. As to matters
of fact material to this opinion, I have relied upon statements and
representations of representatives of the Company and of public
officials and have assumed the same to have been properly given and to
be accurate.
(c) My opinion is based solely on and limited to the federal
laws of the United States of America and the Nevada Revised Statutes. I
express no opinion as to the laws of any other jurisdiction.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner, Esq.
