Cane & Company, LLC
Affiliated with ORT Law Corporation
of Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
_____________________________
Xxxxxxx X. Cane* Xxxxxxx F.X. X'Xxxxx ** Xxxx X. Henrie+
Xxxxxx X. Kapusianyk** Xxxxxxx X. Xxxxxx*** Xxxxxxx X. Brewer++
Xxxxxx X. Xxxxxx
Xxxxxxxxx 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 11, 2002
RRUN Ventures Network, Inc.
00 X. 0xx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
Attention: Xxx X. Xxxxxxx
Re: RRUN Ventures Network, Inc., Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for RRUN Ventures Network, Inc, a Nevada corporation
(the "Company"), in connection with the preparation of the registration
statement on Form S-8 (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 ("the Shares")issued through its Business
Consulting Agreement with Xx. Xxxxxx and Xx. Xxxxx (the "Agreement"). 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; (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. Members of our firm are admitted to the practice
of law in the State of Nevada and we express no opinion as to the laws of any
other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that under Nevada
law, when (i) the Registration Statement becomes effective, (ii) the consultants
have performed the consideration as required by the Agreement, (iii) the Shares
are issued pursuant to the terms of the Agreement, and (iv) certificates
representing the Shares are duly executed,
RRUN Ventures Network, Inc.
March 11, 2002
Page 2
countersigned, registered and delivered, then the Shares will
be duly authorized, validly issued, fully paid and non-assessable.
Very truly yours,
CANE AND COMPANY, LLC
/s/ Xxxxxxx X. Cane
_____________________________
Xxxxxxx X. Cane, attorney and
Managing Member
RRUN Ventures Network, Inc.
March 11, 2002
Page 3
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. Cane, attorney and
Managing Member
