KEVIN E. HISKO
Direct No. (604) 661-7683
Direct Fax No. (604) 661-1676
Email [email protected]
File No. 040735/1
July 11, 2000
Clark Wilson
Barristers & Solicitors
800 - 885 West Georgia Street
Vancouver, B.C. V6B 4P7
Attention: Bill Macdonald
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Dear Sirs
Re: wwbroadcast.net inc (the "Company") - Continuation to the State of Wyoming
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We have acted as counsel for the Company, together with Clark Wilson as special
counsel, in connection with the continuation (the "Continuation") of the Company
from the Province of British Columbia into the State of Wyoming, which
Continuation was declared effective on July 14, 1999.
We have examined originals or copies, certified or identified to our
satisfaction, of the constating documents of the Company and of such corporate
records of the Company, certificates of public officials, officers of the
Company and such other documents and have considered such questions of law and
made such other investigations as we have deemed relevant or necessary as a
basis for the opinions hereinafter expressed. In particular, as to various
questions of fact, we have relied upon a certificate (the "Officers'
Certificate") of the President and the Secretary of the Company, dated the date
of this opinion relating to certain factual matters in connection with the
Continuation, a copy of which has been delivered to you today. We have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to authentic original documents of all
documents submitted to us as certified, conformed or photostatic copies or
facsimiles thereof.
We are solicitors qualified to carry on the practice of law in the Province of
British Columbia only and we express no opinion as to any laws, or matters
governed by any laws other than the laws of the Province of British Columbia and
the federal laws of Canada applicable therein.
In expressing the opinion set forth in paragraph 1 below, insofar as such
opinion relates to the number of issued and outstanding shares of the Company on
July 13, 1999, we have relied exclusively and without independent investigation
upon a letter of Montreal Trust Company of
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Canada (the "Transfer Agent") dated July 7, 2000, a copy of which has been
delivered to you. In expressing the opinion set forth in paragraph 2 below,
insofar as such opinion relates to such shares being fully-paid and
non-assessable, we have relied exclusively on the Certificate.
Based on and subject to the foregoing we are of the opinion that as at July 13,
the day before the Continuation was declared effective:
1. The authorized capital of the Company consisted of 100,000,000 common
shares of which 15,918,107 were issued and outstanding;
2. The 15,918,107 issued and outstanding shares were validly authorized,
created, allotted and issued and were outstanding as at the date the
Continuation was declared effective. This is the same number of issued shares
as indicated by the records of the Transfer Agent.
Yours truly,
CAMPNEY & MURPHY
/s/ Campney & Murphy"
KEH: pa
<PAGE>
wwbroadcastnet inc.
CERTIFICATE OF CONFIRMATION
The undersigned Kirk E. Exner, President and Marcel De Groot, Secretary of
wwbroadcast.net inc. (the "Company"), hereby certify, in their capacity as
officers of the Company and not in their personal capacity, and based on a
review of the audited financial statements of the Company, that as of July 13,
1999, the Company had received full consideration for all of its issued and
outstanding common shares and that all of its issued and outstanding common
shares were, as at that date, fully paid and non-assessable.
Dated at Vancouver, BC this 11th day of July 2000.
wwbroadcast.net inc
Per: /s/ Kirk E. Exner
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Kirk E. Exner, President
Per: /s/ Marcel De Groot
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Marcel De Groot, Secretary
