Cane & Company, LLC
Affiliated with X'Xxxxx Xxxxxxx Xxxxxx Law Corporation
of Vancouver, British Columbia, Canada
_____________________
Xxxxxxx X. Xxxx* Xxxxxxx X.X. X'Xxxxx** Xxxx X. Xxxxxx***
Xxxxxx X. Xxxxxxxxxx** Xxxxxxx X. Xxxxxx** Xxxxxxx X. Xxxxxx****
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxxx@xxx.xxx
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000, Xxx 00
Xxx Xxxxx, XX 00000
March 14, 2001
Commodore Minerals, Inc.
Suite 414, 0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, X.X. Canada V6Z 4K6
Attention: Xxxxxxx Hand, President
Re: Commodore Minerals, Inc.'s Registration Statement on Form
SB-2/A
Ladies and Gentlemen:
We have acted as counsel for Commodore Minerals, Inc., a Nevada
corporation (the "Company"), in connection with the preparation
of the registration statement on Form SB-2/A (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
dated March 14, 2001; (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 common
stock to be sold by the selling shareholders is validly issued,
fully paid and nonassessable. This opinion is based on Nevada
general corporate law.
Very truly yours,
CANE AND COMPANY, LLC
/s/ Xxxxxxx X. Xxxx
_____________________________
Xxxxxxx X. Xxxx, attorney and
Managing Member
*Licensed Nevada, California, Washington and Hawaii State Bars
** British Columbia Bar only; ***Utah Bar only;****California Bar only
Commodore Minerals, Inc.
March 14, 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/ Xxxxxxx X. Xxxx
_____________________________
Xxxxxxx X. Xxxx, attorney and
Managing Member
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