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Cane & Company, LLC
Affiliated with O'Neill Ritchie Taylor Law Corporation
of Vancouver, British Columbia, Canada
Michael A. Cane* Stephen F.X. O'Neill ** --------------------
Leslie L. Kapusianyk** Michael H. Taylor** Preston R. Brewer***
Telephone: (702) 312-6255
Facsimile: (702) 312-6249
E-mail: [email protected]
2300 West Sahara Avenue
Suite 500 - Box 18
Las Vegas, NV 89102
June 29, 2000
MegaPro Tools Inc.
#5 - 5492 Production Boulevard
Surrey, British Columbia V3S 8P5
Attention: Neil Morgan, President
Re: MegaPro Tools Inc. Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel for MegaPro Tools Inc., a Nevada
corporation (the "Company"), in connection with the preparation
of the registration statement on Form SB-2 (the "Registration
Statement") filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as
amended (the "Act"), relating to the offering of certain shares
of the Company's common stock.
In rendering the opinion set forth below, we have reviewed: (a)
the Registration Statement and the exhibits attached thereto; (b)
the Company's Articles of Incorporation; (c) the Company's
Bylaws; (d) certain records of the Company's corporate
proceedings as reflected in its minute books; and (e) such
statutes, records and other documents as we have deemed relevant.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, and conformity with the originals of all documents
submitted to us as copies thereof. In addition, we have made such
other examinations of law and fact as we have deemed relevant in
order to form a basis for the opinion hereinafter expressed.
Based upon the foregoing, we are of the opinion that the common
stock to be sold by the selling shareholders is validly issued,
fully paid and nonassessable.
Very truly yours,
CANE AND COMPANY, LLC
/s/ Michael A. Cane
_____________________________
Michael A. Cane, attorney and
Managing Member
*Licensed Nevada, California, Washington and Hawaii State Bars
** British Columbia Bar only; ***California Bar only
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MegaPro Tools Inc.
June 29, 2000
Page 2
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to all references to this Firm under
the caption "Interests of Named Experts and Counsel" in the
Registration Statement.
Very truly yours,
CANE AND COMPANY, LLC
/s/ Michael A. Cane
_____________________________
Michael A. Cane, attorney and
Managing Member
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