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EXHIBIT 5.1
[SKINNER, SUTTON, WATSON & ROUNDS LETTERHEAD]
October 23, 2000
BY FACSIMILE AND U.S. MAIL
Sustainable Development International, Inc.
#208, 10240-124th Street
Edmonton, AB
T5N 3W6
Re: Sustainable Development International, Inc. (the "Company");
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to the Company, a Nevada corporation, in
connection with the preparation and filing of a Registration Statement under
Form S-8 (the "Registration Statement") filed under the Securities Act of 1933,
as amended, relating to the offering of up to 550,000 shares of its common
stock, par value $0.001 per share (the "Shares"), pursuant to the Company's
Consultant Services Plan (the "Plan").
In that connection, we have examined originals, or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Company's Articles of Incorporation, as amended, the
Amended and Restated By-Laws of the Company, the Plan, the Company's Form 10-SB
Registration Statement and all amendments thereto, the Company's Annual Report
on Form 10-KSB, filed for the year ended October 31, 1999, and the Company's
Quarterly Reports on Form 10-QSB for the fiscal quarters ended January 31, 2000,
April 30, 2000 and July 31, 2000, respectively.
Based on the foregoing, we are of the opinion that the Shares, when awarded
in accordance with the terms of the Plan, will be legally and validly issued,
fully paid and non-assessable.
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Sustainable Development International, Inc.
October 20, 2000
Page 2
This opinion letter is rendered as of the date first written above. This
law firm expressly disclaims any obligation to advise you of facts,
circumstances, events or developments which hereafter may be brought to our
attention and which may alter, affect or modify this opinion. This opinion is
expressly limited to the matters stated herein, and this law firm makes no
opinion, express or implied, as to any other matters relating to the Company or
its securities.
Members of our firm working with respect to the Company are admitted to the
practice of law in the United States, the State of Nevada and the State of
California, and we do not express any opinion as to the laws of any other
jurisdiction. This opinion is limited to United States federal law, and no
opinion is expressed herein as to any other applicable law or regulation.
Our opinion is expressly limited to the matters set forth above, and we
render no opinion, express or otherwise, as to any other matters relating to the
Company, the Plan or the Shares issuable under the Plan.
Our opinion is subject to the qualification that no opinion is expressed
herein as to the application of any state securities or Blue-Sky laws.
We are aware of and, as evidenced by our signature below, hereby consent to
the incorporation into the Company's Registration Statement on Form S-8 of this
letter containing our opinion as to the validity and legality of the Shares to
be issued under said Registration Statement.
Very truly yours,
SKINNER, SUTTON, WATSON & ROUNDS
/s/ ROBERT PAUL TURNER
Robert Paul Turner
RPT:mh
cc: Garrett Sutton, Esq.
