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Exhibit 5.1
Opinion of Counsel
August 25, 2000
The Board of Directors
Rich Coast Inc.
10200 Ford Road
Dearborn, MI 48126
Re: Form SB-2 Registration Statement
Opinion of Counsel
Dear Sirs:
As securities counsel for Rich Coast Inc. (the "Company") a Nevada
corporation, we have examined the originals or copies, certified or otherwise
identified, of the Articles of Incorporation and Bylaws of the Company,
corporate records of the Company, including minute books of the Company as
furnished to us by the Company, certificates of public officials and of
representatives of the Company, statutes and other records, instruments and
documents pertaining to the Company as a basis for the opinions hereinafter
expressed. In giving such opinions, we have relied upon certificates of
officers of the Company with respect to the accuracy of the factual matters
contained in such certificates.
We have also, as such counsel, examined Amendment No. 5 to Form S-3 on Form
SB-2, File No. 333-63289 (the "Registration Statement"), to be filed with the
Commission on or about August 28, 2000 covering up to 6,706,938 shares of Common
Stock of the Company issued to and offered by the Selling Shareholders, as more
particularly described in the Registration Statement.
Based upon the foregoing and subject to the other qualifications and
limitations stated in this letter, we are of the opinion that the shares of
Common Stock to be issued to holders of the warrants or debentures held by the
Selling Shareholders, upon exercise and payment of the exercise price stated in
the warrants, or upon conversion of the debentures, will have been duly
authorized, validly issued, fully paid and non-assessable.
This opinion is a legal opinion and not an opinion as to matters of fact.
This opinion is limited to the laws of the State of Nevada and the federal law
of the United States of America, and to the matters stated herein. This opinion
is made as of the date hereof, and after the date hereof, we undertake no, and
disclaim any, obligation to advise you of any change in any matters set forth
herein.
We acknowledge that we are referred to under the caption "Legal Matters"
included in the Registration Statement. We hereby consent to such use of our
name in the Registration Statement and to the filing of this opinion as an
Exhibit thereto. In giving this consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of the
United States Securities Act of 1933 or the Rules and Regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Smith McCullough, P.C.
