<PAGE> 1
[MCDONALD CARANO WILSON MCCUNE LETTERHEAD]
BERGIN FRANKOVICH & HICKS LLP
EXHIBIT 5.1
REPLY TO: RENO
October 18, 2000
Board of Directors
Blue Zone, Inc.
329 Railway Street, 5th Floor
Vancouver, British Columbia
Canada V6A 1A4
Ladies and Gentlemen:
We have acted as special Nevada counsel on matters of Nevada law to Blue
Zone, Inc., a Nevada corporation (the "Company"), in connection with a
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, (the "Registration
Statement") relating to (i) the sale by various selling shareholders (the
"Selling Shareholders") of the Company as identified in greater detail in the
Registration Statement of 705,467 shares (the "Shares") of the common stock,
par value $0.001 per share, of the Company; and (ii) the sale by the Selling
Shareholders of 3,322,782 shares of common stock which have been reserved for
issuance by the Company upon exercise of warrants, as described in greater
detail in the Registration Statement (the "Warrant Shares") and upon exercise
of the options to purchase common stock, as described in greater detail in the
Registration Statement (the "Option Shares"). In our capacity as your special
Nevada counsel on matters of Nevada law, we are familiar with the proceedings
taken and proposed to be taken by the Company in connection with the
authorization, reservation for issuance, issuance, and sale of the Shares, the
Warrant Shares and the Option Shares.
It is our opinion that (i) the Shares have been duly authorized and are
legally and validly issued, fully paid and non-assessable, and (ii) upon
exercise of the warrants and the options in accordance with their respective
terms, the Warrant Shares and the Option Shares, respectively, will be validly
issued, fully paid, and non-assessable.
Our opinion expressed above is limited to the laws of the State of Nevada.
