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. Kapusianyk** 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
September 25, 2001
Wrestle-plex Sports Entertainment Group, Ltd.
#000-000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Re: Wrestle-plex Sports Entertainment Group, Ltd.'s Registration
Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel for Wrestle-plex Sports Entertainment
Group, Ltd., 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
September 25, 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 non-assessable. This opinion is based on Nevada
general corporate law.
Very truly yours,
CANE AND COMPANY, LLC
/s/ Xxxx X. Xxxxxx
_____________________________
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
Wrestle-plex Sports Entertainment Group, Ltd.
September 25, 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
_____________________________
Xxxx X. Xxxxxx, attorney
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