<PAGE> 1
Exhibit 5.1
September 21, 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-8 to be filed with the Securities and Exchange
Commission on September 21, 2000 (the "Registration Statement") relating to the
sale by the Company of up to 6,780,000 shares of common stock of the Company,
with a par value of $.001 per share, initially issuable upon the exercise of
stock options granted pursuant to the Company's Amended and Restated 1999 Stock
Option Plan (the "Plan").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of the opinions
set forth below.
Based on the foregoing and subject to receipt by the Company of the
stockholder approvals described in the Plan, we are of the opinion that the
shares have been duly authorized and, upon issuance, delivery, and payment
therefor in accordance with the terms of the Plan, will be validly issued, fully
paid, and nonassessable.
Sincerely,
McDONALD CARANO WILSON McCUNE
BERGIN FRANKOVICH & HICKS LLP
By /s/ A.J.Hicks
A. J. Hicks
A Partner
Very truly yours,
/s/ A.J. Hicks
