December 5, 2000
China Broadband Corp.
2080, 440 2 Ave. SW
Calgary, Alberta
Canada T2P 5E9
Re: Registration Statement on Form S-1 for Selling Shareholders
Ladies and Gentlemen:
We have acted as special counsel to China Broadband Corp., a Nevada corporation
(the "Company"), in connection with a Registration Statement on Form S-1 (the
"Registration Statement") to be filed on December 5, 2000, relating to the
resale of an aggregate of up to 6,900,867 shares of the Company's common stock
(the "Shares") by certain selling shareholders, including 6,699,867 Shares that
are issued and outstanding and 200,790 Shares that are issuable by the Company
upon exercise of Warrants. The Shares were issued or are to be issued by the
Company and offered for resale by the selling shareholders listed on pages 25
and 26 of the prospectus included in the Form S-1.
We have examined such documents and have reviewed such questions of law as we
have considered necessary and appropriate for the purposes of the opinions set
forth below. In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite actions
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based upon the foregoing, we are of the opinion that the Shares to be
issued to the Selling Shareholders under the terms of the Instruments have been
duly authorized and, upon issuance, delivery and payment therefore in accordance
with the terms of the Instruments as described in the Registration Statement,
will be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the Nevada Business Corporation Law.
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China Broadband Corp.
December 5, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/MICHAEL MORRISON
-------------------------
Michael J. Morrison, Esq.
