Cane & Company, LLC
Affiliated with X'Xxxxx Xxxxxxx Xxxxxx Law Corporation
of Vancouver, British Columbia, Canada
Xxxxxxx X. Xxxx* Xxxxxxx X.X. X'Xxxxx ** --------------------
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
October 3, 2000
MW Medical, Inc.
0000 X. Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxx Xxxxxxx, President
Re: MW Medical, Inc. Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel for MW Medical, Inc., a Nevada
corporation (the "Company"), in connection with the preparation
of the registration statement on Form S-1 (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 public offering (the
"Offering") of up to 2,706,000 shares (the "Shares") of the
Company's common stock, $.001 par value (the "Common Stock"), to
be sold by the selling stockholders. This opinion is being
furnished pursuant to Item 601(b)(5) of Regulation S-K under the
Act.
In rendering the opinion set forth below, we have reviewed (a)
the Registration Statement and the exhibits thereto dated
October 3, 2000; (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 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; ***California Bar only
MW Medical, Inc.
October 3, 2000
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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