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We have examined such corporate documents and records and we
have made such investigations of law as we have deemed necessary or appropriate
in order to render the opinions hereinafter set forth.
Based on the foregoing, we are of the opinion that:
1. The Company has been duly organized, is
validly existing and in good standing under the laws of the State of Nevada.
2. The Shares have been duly authorized.
3. The Option Shares, when issued upon
payment of the exercise price and in accordance with the other terms and conditions set
forth in the option agreements, will be legally issued, fully paid and non-assessabe.
4. The Consultant Shares, when issued in
consideration for the services contemplated by the Consultancy Agreement, will be legally
issued, fully paid and non-assessable.
Members of our firm own 144,518 shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference in the Registration Statement to
this firm under Item 5 captioned “Interests of Named Experts and
Counsel.” In giving this consent, we do not hereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act, or the rules and regulations of the Securities and Exchange
Commission thereunder.
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