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Exhibit 5.1
WILLIAM M. AUL
Attorney At Law
4275 Executive Square, Suite 800
La Jolla, California 92037
Telephone (619) 546-2808
Telecopier (619) 558-5960
January 8, 2001
Ms. Nora Coccaro
Chairman & President
The Board of Directors
Thor Ventures Corp.
Suite 1818, 1177 West Hastings Street
Vancouver, British Columbia V6E 2K3
Canada
RE: OPINION OF COUNSEL; CONSENT OF COUNSEL;
ISSUANCE OF COMMON STOCK PURSUANT TO FORM S-8
REGISTRATION STATEMENT & SECURITIES ACT OF 1933
Dear Ms. Coccaro:
I have conducted a review of the Registration Statement No. 33-_______
on Form S-8 (the "Registration Statement") for Thor Ventures Corp., a Florida
corporation (the "Company") to be filed with the U.S. Securities and Exchange
Commission to be filed with the U.S. Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933 (the "Act").
The Registration Statement is for the registration of 200,000 shares of
the Company's Common Stock to be issued in accordance with that certain
Consulting Services Agreement, dated January 2001 (the "Agreement").
In rendering the following opinion, I have examined and relied upon the
documents, and certificates of officers and directors of the Company as are
described below. In the course of my examination, I have assumed that all
signatures and documents provided by the Company are genuine and authentic as if
the same were accurate and complete originals and that each document examined
conforms in its entirety with the original copy of the documents. My review and
inquiry was based on the following documents:
1) The Company's Certificate of Incorporation, as amended;
2) The Company's By-laws, as amended;
3) The Resolution of the Board of Directors of the Company
authorizing the issuance of the Shares pursuant to the Agreement;
and
4) The Registration Statement.
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Page Two
Ms. Nora Coccaro
January 8, 2001
I have not undertaken, nor do I intend to undertake, any independent
review or inquiry into any other matters, records, or documents. I also do not
intend to undertake any further efforts to verify the accuracy, completeness, or
conformity of the copies that I have received and which have been represented as
accurate, complete, and in conformity with the originals.
OPINION
On this basis, it is my opinion that the Shares of the Company's Common
Stock to be issued under the Agreement, subject to effectiveness of the
Registration Statement and compliance with applicable blue sky laws, and when
issued pursuant to the Agreement, will be duly and validly authorized, fully
paid, and non-assessable.
I express no opinion as to compliance with the securities or "blue sky"
laws of any state or other jurisdiction in which the Shares are proposed to be
offered and sold or as to the effect, if any, of any non-compliance with such
laws might have on the validity of the issuance of the Shares or the actions of
the Company in connection with such matters.
I consent to the filing of this Opinion as an exhibit to any filing
made with the U.S. Securities and Exchange Commission or under any state or
other jurisdiction's securities act for the purpose of registering, qualifying,
or establishing eligibility for an exemption from registration or qualification
of the Shares
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described in the Registration Statement in connection with the Offering
described therein. Other than as provided in the preceding sentence, this
opinion is: (a) addressed solely to you; (b) may not be relied upon by any other
party; (c) covers only matters of federal law and nothing ion this opinion shall
be deemed to apply to the laws of any other jurisdiction; (d) not be quoted or
relied upon for any other purpose or by any other person.
With your receipt of this Opinion, you and the Company acknowledge and
agree that I am not an expert with respect to any part of the Registration
Statement or Prospectus within the meaning of the term "expert" as used in
Section 11 of the Securities Act of 1933 or the Rules and Regulations
promulgated by the Securities and Exchange Commission thereunder.
Sincerely,
/s/ William M. Aul
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William M. Aul
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