Cane & Company, LLC
Affiliated with X'Xxxxx Xxxxxxx Xxxxxx Law Corporation
of Vancouver, British Columbia, Canada
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Xxxxxxx X. Cane* Xxxxxxx F.X. X'Xxxxx** Xxxx X. Henrie+
Xxxxxx X. Kapusianyk** Xxxxxxx X. Xxxxxx*** Xxxxxxx X. Brewer++
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxxx@xxx.xxx
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000, Xxx 00
Xxx Xxxxx, Xxxxxx 00000
October 16, 2001
Xxxxxxxxxxxxxxx.xxx, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Xxxxxxxxxxxxxxx.xxx, Inc.'s Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel for Xxxxxxxxxxxxxxx.xxx, Inc., a Nevada
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 offering of certain shares of the Company's common
stock.
In rendering the opinion set forth below, we have reviewed: (a) the
Registration Statement and the exhibits attached 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 when issued
and distributed to the purchasers thereof, the securities offered in
the offering will be duly and validly issued and will be fully paid and
nonassessable. The securities being opined upon include 125,000 units
to be sold by the Company and 125,000 common shares, 125,000 Class A
Warrants and 125,000 class B Warrants which comprise the units. It is
also our opinion that at such time as: (i) warrants properly endorsed
are tendered to the Company for exercise; (ii) the shares issued
pursuant to the exercise have been fully paid for by the warrant holder;
and (iii) certificates representing the shares are duly executed,
countersigned, registered and delivered, such shares will be duly and
validly issued, fully paid and non-assessable. This opinion is based
on Nevada general corporate law.
Very truly yours,
CANE AND COMPANY, LLC
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, attorney
*Licensed Nevada, California, Washington and Hawaii State Bars;
**British Columbia Bar only; ***Nevada and British Columbia Bars;
+Utah Bar only; ++California Bar only
Xxxxxxxxxxxxxxx.xxx, Inc
October 16, 2001
Page 2
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,
CANE AND COMPANY, LLC
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, attorney
