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, Xxxxxx 00000
June 13, 2001
Southborrough Ventures Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attention: Xxxx Xxxxxx, President
Re: Southborrough Ventures Inc.'s Registration Statement on Form SB-2
File No. 333-58972
Ladies and Gentlemen:
We have acted as counsel for Southborrough Ventures 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
3,000,000 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 12, 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 including all statutory provisions, all
applicable provisions of the Nevada Constitution and reported
decisions interpreting those laws.
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; ***Nevada and British Columbia Bars;
+Utah Bar only; ++California Bar only
Southborrough Ventures Inc.
April 13, 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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