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November 3, 2000
e-Financial Depot.com, Inc.
150 - 1875 Century Park East
Century City, CA 90067
Attention: John Huguet, President
Dear Sirs:
RE: REGISTRATION STATEMENT ON FORM S-8
We are counsel to e-Financial Depot.com, Inc. (the "Company"), a
Delaware corporation, and have assisted in the preparation of the Registration
Statement of the Company on Form S-8 (the "Registration Statement") covering
2,070,000 common shares (the "Shares") in the capital of the Company granted or
issuable:
1. as to 90,000 shares and 600,000 options, pursuant to a consulting
agreement, dated as of October 13, 2000, between the Company and John DeVries;
2. as to 90,000 shares and 600,000 options, pursuant to a consulting
agreement, dated as of October 13, 2000, between the Company and John Graham
Douglas; and
3. as to 90,000 shares and 600,000 options, pursuant to a consulting
agreement, dated as of October 13, 2000, between the Company and John-Paul
Jones.
We have examined originals or copies, certified or otherwise
identified to our satisfaction of the resolutions of the directors of the
Company with respect to the matters herein. We have also examined such statutes
and public and corporate records of the Company, and have considered such
questions of law as we have deemed relevant and necessary as a basis for the
opinion expressed herein. We have for the purposes of this opinion assumed the
genuineness of all signatures examined by us, the authenticity of all documents
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and records submitted to us as originals and the conformity to all original
documents of all documents submitted to us as certified, photostatic or
facsimile copies.
Based upon and subject to the foregoing, and subject to the
qualifications hereinafter expressed, we are of the opinion that each Share to
be issued and sold by the Company pursuant to the Registration Statement will
be, when sold and paid for pursuant to the terms of the Agreement, validly
issued, fully paid and non-assessable.
We are barristers and solicitors qualified to practice law in the
Province of British Columbia and the State of California. Our opinion expressed
above is limited to the present laws of the Province of British Columbia and of
the federal laws of Canada and the United States. This opinion is being
furnished solely in connection with the filing of the Registration Statement
with the Securities and Exchange Commission, and we hereby consent to the use of
this opinion as an exhibit to the Registration Statement. This opinion may not
be relied upon, used by or distributed to any person or entity for any other
purpose without our prior written consent.
Yours truly,
CLARK, WILSON
/s/ Clark, Wilson
