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. Xxxxxxx
Xxxxxx X. Xxxxxxxxxx** Xxxxxxx X. Xxxxxx*** Xxxxxxx X. Xxxxxxxx
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
May 24, 2001
X-Net Services Corp.
0000 Xxxxxxx Xxxx
Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, President
Re: X-Net Services Corp.'s Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel for X-Net Services Corp., 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
dated April 10, 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 Company, upon proper payment therefore, will be
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. Cane
------------------------------
Xxxxxxx X. Xxxx, attorney and
Managing Member
*Licensed Nevada, California, Washington and Hawaii State Bars;
** British Columbia Bar only; ***Nevada and British Columbia Bars;
+Utah Bar only; ++California Bar only
X-Net Services, Inc.
May 24, 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. Cane
----------------------------
Xxxxxxx X. Xxxx, attorney and
Managing Member
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