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Exhibit 5.1
MCMANUS
THOMSON
BARRISTERS & SOLICITORS
(LETTERHEAD OF MCMANUS THOMSON)
Writer's Direct Line: 517-6450
January 3, 2001
Inzeco Holdings Inc.
999 Barton Street
Stoney Creek, Ontario L8E 5H4
Dear Sirs:
RE: INZECO HOLDINGS INC.
We have acted as special counsel to Inzeco Holdings Inc. (the "Company"), an
Alberta corporation, in connection with the Registration Statement on Form SB-2,
File No. 33350212 (the "Registration Statement"), as filed by the Company with
the Securities and Exchange Commission with respect to the registration under
the Securities Act of 1933, as amended (the "Act"), of 3,557,500 shares (the
"Shares") of the common stock, no par value, of the Company for re-offer and
resale by certain Selling Shareholders named therein.
We are qualified to practice law in the Province of Alberta. We express no
opinion as to, and, for the purposes of the opinion set forth herein, we have
conducted no investigation of, and do not purport to be experts on, any laws
other than the laws of the Province of Alberta. We have examined such documents,
including a certificate of the Chief Financial Officer of the Company, as we
considered necessary for the purposes of this opinion. Based on such
examination, it is our opinion that the Shares have been duly authorized and
have been legally issued as fully paid and non-assessable under the laws of the
Province of Alberta.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the reference to us under the heading "Legal
Matters" in the Registration Statement, the Prospectus constituting a part
thereof, and this opinion is furnished in connection with the transaction
covered thereby.
This opinion may not be relied upon by you for any other purpose, or furnished
to, quoted to, or relied upon by any other person, firm or corporation for any
purpose, without our prior written consent.
Yours very truly,
McMANUS THOMSON
/s/ Morris S. Mcmanus
-----------------------------
MORRIS S. McMANUS, Q.C.
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