June 29, 2000
Dynamic Ventures Inc.
1820 Fulton Avenue
West Vancouver, BC V7V 1S9
CANADA
Re: Dynamic Ventures Inc. Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel for Dynamic Ventures Inc., a Washington 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 public offering (the "Offering")
of up to 500,000 shares (the "Shares") of the Company's common stock, $.001 par
value (the "Common Stock"). This opinion is being furnished pursuant to Item
601(b)(5) of Regulation S-K under the Act.
In rendering the opinion set forth below, we have reviewed (a) the Registration
Statement and the exhibits 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 Shares are validly
issued, fully paid and nonassessable under Washington corporate law.
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,
OGDEN MURPHY WALLACE, P.L.L.C.
James L. Vandeberg
JLV/veo
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