Thomas C. Cook and Associates, Ltd.
Attorneys and Counselors at Law
3110 South Valley View, Suite 106
Las Vegas, Nevada 89102
Thomas C. Cook, Esq.
Telephone (702) 876-5941
Facsimile (702) 876-8865
www.esquireonline.com
Admitted to practice in
Nevada and California
June 6, 2000
To: Board of Directors, Mandalay Ventures, Ltd.
Re: Registration Statement of Form SB-2 (the "Registration
Statement")
Gentlemen,
We have acted as your counsel in connection with the
proposed issue and sale by Mandalay Ventures, Ltd., a Nevada
corporation (the "Company") of up to a maximum aggregate of
2,400,000 shares and a minimum of 500,000 shares of Common
Stock, $0.001 par value (the "Company Shares") on the terms
and conditions set forth in the Registration Statement.
In that connection, we have examined original copies,
certified or otherwise identified to our satisfaction, of
such documents and corporate records, and have examined such
laws or regulations, as we have deemed necessary or
appropriate for the purposes of the opinions hereinafter set
forth.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the State of Nevada.
2. The issue and sale of the Company Shares to be sold
pursuant to the terms of the Registration Statement as filed
with the Securities and Exchange Commission have been duly
authorized and, upon the sale thereof in accordance with the
terms and conditions of the Registration Statement be
validly issued, fully paid and non-assessable.
We hereby consent to be named in the Prospectus forming
Part I of the aforesaid Registration Statement under the
caption, "Legal Opinions" and the filing of this opinion as
an Exhibit to said Registration Statement.
Sincerely,
/s/Thomas C. Cook, Esq.
