<PAGE> 1
[MCDONALD CARANO WILSON MCCUNE BERGIN
FRANKOVICH & HICKS LLP LETTERHEAD]
EXHIBIT 5.1
REPLY TO: RENO
December 27, 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 of the
Company as identified in greater detail in the Registration Statement of
3,000,000 shares (the "Shares") of the common stock, par value $0.001 per share,
of the Company and (ii) the sale by one other selling shareholder of 28,249
shares of common stock which have been reserved for issuance by the Company upon
exercise of a warrant, as described in greater detail in the Registration
Statement (the "Warrant 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 and the Warrant
Shares.
<PAGE> 2
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 the
exercise of the warrant in accordance with its terms, the Warrant Shares will be
validly issued, fully paid, and non-assessable.
Our opinion expressed above is limited to the laws of the State of
Nevada.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement, including the prospectus constituting a part thereof, and any
amendments thereto.
Sincerely,
McDONALD CARANO WILSON McCUNE
BERGIN FRANKOVICH & HICKS LLP
